##### 



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2005o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to
    .    Commission File Number 1-32699
 REPUBLIC PROPERTY
    TRUST
 (Exact name of registrant as
    specified in its charter)
  MARYLAND


20-3241867(State or other jurisdiction
    of
    incorporation or organization)


(I.R.S. Employer
    Identification No.
)   1280 Maryland Avenue, S.W., Suite 280
 Washington, D.C.
 (Address of principal executive
    offices)
  20024
 (Zip Code)
  (202) 863-0300
 (Registrants telephone
    number, including area code)
 Securities registered pursuant to Section 12(b) of the
    Act:
  Common Shares of beneficial
    interest,
    $0.01 par value per share(Title of
    Class)

New York Stock Exchange(Name of Exchange
    on
    Which Registered)   o þ
  o þ
  þ o
  Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    Accelerated Filer
    o  Accelerated Filer
    o  Non-Accelerated Filer
    þ  Rule 12b-2).  YES o þ
      Documents Incorporated By Reference
  Items 10-14 Form 10-K.




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Safe
    Harbor Statement under the Private Securities Litigation
    Reform Act of 1995
                  Company
    Information and Website
  1-800-SEC-0330. www.sec.gov
  Forms 10-K, 8-K, www.rpbtrust.com.
  
    Corporate Governance Guidelines;
    Code of Business Conduct and Ethics;
    Code of Ethics for Principal Executive Officer and Senior
    Financial Officers;
    Charter of the Audit Committee;
    Charter of the Compensation Committee; and
    Charter of the Corporate Governance and Nominating Committee.  (202) 863-0300.




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TABLE OF
    CONTENTS
  Item



PageNo.

Description

No.PART I1.


BUSINESS


11A.


RISK
    FACTORS


81B.


UNRESOLVED STAFF
    COMMENTS


252.


PROPERTIES


263.


LEGAL
    PROCEEDINGS


344.


SUBMISSION OF
    MATTERS TO VOTE OF SECURITY HOLDERS


34PART II5.


MARKET FOR
    REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
    ISSUER PURCHASES OF EQUITY SECURITIES


346.


SELECTED
    FINANCIAL DATA


377.


MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS


397A.


QUANTITATIVE AND
    QUALITATIVE DISCLOSURES ABOUT MARKET RISK


518.


FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA


529.


CHANGES AND
    DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL
    DISCLOSURE


789A.


CONTROLS AND
    PROCEDURES


789B.


OTHER
    INFORMATION


78PART III10.


DIRECTORS AND
    EXECUTIVE OFFICERS OF THE REGISTRANT


7811.


EXECUTIVE
    COMPENSATION


7812.


SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS


7813.


CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS


7914.


PRINCIPAL
    ACCOUNTANT FEES AND SERVICES


79PART IV15.


EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES


79 SIGNATURES


83




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PART I Item 1.  Business  Unless the context otherwise requires or indicates,
    references in this Annual Report on
    Form 10-K
    to Republic Property Trust, Republic,
    we, our company, our, and
    us, refer to Republic Property Trust, a Maryland
    real estate investment trust, together with its consolidated
    subsidiaries.
  Overview
      Corporate
    Structure
  Formation
    Transactions
    
    RKB Holding L.P., a Delaware limited partnership with no
    independent operations other than its role as a limited partner
    of RKB Washington Property Fund I L.P. (the
    Predecessor), merged with and into Republic Property
    Limited Partnership, a Delaware limited partnership
    (Operating Partnership).
    We issued 3,962,861 common shares, 2,806,327 units of limited
    partnership in our Operating Partnership (OP units)
    and $31.4 million in cash net of costs and assumption of
    taxes as consideration for the contribution of the
    Predecessors 100% interest in the nine Northern Virginia
    properties. As part of this consideration, the Predecessor
    received and then distributed OP units to its partners,
    some of which are entities owned or controlled by members of our
    Board of Trustees and members of our senior management team.
    We acquired a 100% interest in RPT 1425 Investors L.P., which
    indirectly held a 100% interest in the Republic Building. In
    exchange for the contribution of these interests to our
    Operating Partnership, the foreign partners of RPT 1425
    received, based on a previous election made by each such
    partners, a combined total of 810,648 common shares and
    approximately $3.9 million in cash net of costs and
    assumption of taxes, while the domestic partners of RPT 1425
    received 271,500 OP units.
    Messrs. Kramer, Grigg and Keller and Republic Properties
    Corporation, a private real estate development, redevelopment
    and management company founded by Messrs. Kramer and Grigg,
    contributed certain management and development rights in
    exchange for an aggregate of 482,192 OP units.  UPREIT
    Structure
   1




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Business
      Our
    Market
    
    the District of Columbia;
    Northern Virginia, including the surrounding counties of
    Arlington, Fairfax, Loudon, Prince William and Stafford; and
    Suburban Maryland, including the surrounding counties of
    Montgomery, Prince Georges, Calvert, Charles and Frederick.     2




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Washington, D.C.-based
    Our
    Competitive Strengths
    Institutional Grade Office Portfolio.
  Experienced Senior Management Team.
  Greater Washington, D.C. Knowledge and Market
    Presence.
  Development Pipeline of Trophy Office
    Buildings.
 3




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Successful Acquirer of Properties in Greater Washington,
    D.C.
  Growth
    Strategies
    Maximize Cash Flow at Our Properties.
  Leverage Our Government Leasing Expertise and Relationships
    with Nationally Recognized Corporate Tenants to Increase the
    Performance of Our Portfolio.
  Expand our Portfolio by Developing the Three Properties That
    We Have an Option to Acquire.
  Selectively Pursue Opportunities to Acquire Institutional
    Quality Office Properties.
  Target Development Opportunities That We Believe Will Produce
    Attractive Returns.
  Acquisitions
  Investment Criteria.
  
    substantially-leased institutional-grade office properties that
    require minimal capital improvements and support the
    tenants facility and long-term space requirements; 4




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
    properties located in well-established submarkets of Greater
    Washington, D.C. that possess substantial commercial
    infrastructure and are accessible to major transportation
    networks;
    stabilized properties in excess of 75,000 net rentable square
    feet and which have been built or renovated in the past
    10 years; and
    properties which we believe can achieve high values and
    investment growth through the implementation of repositioning
    strategies and re-leasing and marketing plans.    Asset Considerations.
  
    Established Greater Washington, D.C. market possessing proven,
    substantial employment base;
    Diversified employers and economic base within the market;
    Proximity to major transportation networks;
    Strength and creditworthiness of existing tenants, including an
    analysis of each tenants future business and financial
    prospects;
    The terms and conditions of existing leases, including an
    analysis of prevailing market rates as compared to each existing
    lease;
    Quality of the design and construction and current physical
    condition of the potential acquisition;
    Survey of potential institutional office space users in the area
    and an analysis of their potential office space requirements;
    Availability of raw land zoned for office use; and
    Properties currently under development.    Financing and Joint Venture Considerations.
 5




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Development
  Development Strategy.
  Market Considerations.
  
    Population density and growth potential of the region;
    Prospects for continued employment retention and formation;
    Level of procurement spending by the U.S. government;
    Tax and regulatory environment;
    Investment return parameters of the existing market;
    Liquidity of the existing market;
    Historic growth and office absorption;
    Limited supply of undeveloped land;
    Rate of rental growth; and
    Existing and potential competition in the area.    Fee-Based Development Activity 
 6




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Competition
          Insurance
    Employees
  on-site
  Regulation
  Environmental
    Matters
   7




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Americans
    with Disabilities Act (ADA)
   Item 1A.  Risk
    Factors  Any of the following factors could harm our business and
    future results of operations. These risks are not the only ones
    that we may face. Additional risks not presently known to us or
    that we currently consider immaterial may also impair our
    business operations and hinder our ability to make expected
    distributions to our shareholders.
  Risks
    related to our business and properties
  Our
    portfolio of properties, together with our three option
    properties, are all located in Greater Washington, D.C. and any
    downturn in the areas economy may negatively affect our
    operating results.
    We
    depend on a limited number of significant tenants and a payment
    delinquency, bankruptcy or insolvency of one or more of these
    tenants could adversely affect the income produced by our
    properties, which may harm our operating
    performance.
   8




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If one
    or more of our tenants with early termination rights terminates
    their lease with us and we are unable to secure a replacement
    tenant on at least as favorable terms, our cash flows and
    operating results would be adversely impacted.
  10-year
  We may
    be unable to renew existing leases or re-let space on terms
    similar to the existing leases, or at all, as leases expire, or
    we may expend significant capital in our efforts to re-let
    space, which may harm our operating performance.
    Our
    future growth is dependent on the acquisition of our three
    option properties and our growth may be harmed if our option
    agreements are terminated upon a change in control of our
    company or our independent trustees do not approve an
    acquisition of one or more of the option
    properties.
   9




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Our
    operating flexibility and ability to sell any of the option
    properties that we may later acquire may be economically
    prohibited by certain tax protection obligations.
    Certain
    of our trustees and executive officers, and their affiliates,
    have substantial ownership interests in our three option
    properties and these interests may conflict with our
    shareholders interests.
    We
    face competition when pursuing fee-based development
    opportunities and our inability to capture these opportunities
    could negatively impact our growth and
    profitability.
   10




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When
    providing fee-based development services, our right to receive
    fees for development services is typically subordinate to the
    rights of other creditors in connection with the construction of
    the property and as a result we may not be able to timely
    collect development fees, if at all, which could harm our
    operating results.
    If we
    lose the right to provide fee-based development services for the
    City Center project in the City of West Palm Beach, Florida, our
    cash flows and operating results may be negatively
    impacted.
    If we
    lose our right to provide management services on an outsource
    basis for The Portals Properties, our cash flows and operating
    results will be negatively impacted.
    We may
    not be successful in identifying and consummating suitable
    acquisitions of office and office-oriented mixed-use properties
    meeting our criteria, which may impede our growth and negatively
    impact the price of our common shares.
   11




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If we
    are not successful in efficiently integrating and operating the
    properties we acquire, managements attention may be
    diverted away from our
    day-to-day
    operations and we may experience other disruptions which could
    harm our results of operations.
  day-to-day
  Acquired
    properties may expose us to unknown liabilities which could harm
    our growth and future operations.
    We
    face significant competition, which may impede our ability to
    retain tenants or re-let space when existing tenants
    vacate.
    Our
    operating results will be harmed if we are unable to fully
    lease-up vacant space at properties, such as Presidents Park I
    and II, which were underperforming at the time we acquired
    them.
   12




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Future
    terrorist attacks in Greater Washington, D.C. could
    significantly impact the demand for, and value of, our
    properties.
    Uninsured
    losses or losses in excess of our insurance coverage could
    adversely affect our financial condition and our cash
    flow.
          If in
    the future we elect to make joint venture investments, we could
    be adversely affected by a lack of sole decision-making
    authority, reliance on joint venture partners financial
    condition and any disputes that might arise between us and our
    joint venture partners.
   13




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Risks
    related to our debt financing
  Required
    payments of principal and interest on our loan obligations may
    leave us with insufficient cash to operate our properties or to
    pay the distributions currently contemplated or necessary to
    maintain our qualification as a REIT and may expose us to the
    risk of default under our debt obligations.
          
    requiring us to use a substantial portion of our funds from
    operations to pay interest, which reduces the amount available
    for distributions;
    placing us at a competitive disadvantage compared to our
    competitors that have less debt;
    making us more vulnerable to economic and industry downturns and
    reducing our flexibility to respond to changing business and
    economic conditions; and
    limiting our ability to borrow more money for operations,
    capital expenditures or to finance acquisitions in the future. 14




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Our
    existing mortgage indebtedness contains, and any future mortgage
    indebtedness may contain, covenants that restrict our operating
    and acquisition activities.
    If we
    are unable to close our proposed $150 million senior
    secured revolving credit facility, we may not be able to execute
    our business plan, including developing and acquiring
    properties, or make distributions to our
    shareholders.    We
    anticipate that the financial and other covenants that are
    included in our proposed $150 million senior secured
    revolving credit facility will place limitations on our ability
    to take certain actions in respect of our business and could
    adversely affect our financial condition, liquidity and results
    of operations.
    We
    could become more leveraged in the future because our
    organizational documents contain no limitation on the amount of
    debt we may incur.
   15




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We
    depend on external sources of capital that are outside of our
    control and may not be available to us, which could adversely
    affect our ability to develop or acquire properties, satisfy our
    debt obligations or make distributions to
    shareholders.
    Risks
    related to our organization and structure
  Our
    organizational documents contain provisions which may discourage
    a takeover of us and depress our common share
    price.
    
    Our charter contains provisions that make removal of our
    trustees difficult, which could make it difficult for our
    shareholders to effect changes to our
    management.  Our charter provides that trustees
    may only be removed for cause and only upon the affirmative vote
    of at least two-thirds of the votes entitled to be cast
    generally in the election of trustees. Vacancies may be filled
    only by a majority of the remaining trustees even if the
    remaining trustees do not constitute a quorum. This requirement
    makes it more difficult to change our management by removing and
    replacing trustees.
    There are ownership limits and restrictions on
    transferability in our Declaration of Trust.  In
    order for us to qualify as a REIT, no more than 50% of the value
    of our outstanding shares may be owned, actually or
    constructively, by five or fewer individuals at any time during
    the last half of each taxable year. To assist us with qualifying
    as a REIT under this test, subject to some exceptions, our
    Declaration of Trust prohibits any shareholder from owning,
    actually or constructively, more than 9.8% of the value or
    number of our outstanding shares of any class or series. Our
    Board of Trustees may exempt a person from the 9.8% ownership
    limit if our Board of Trustees determines, in its sole
    discretion, that exceeding the 9.8% ownership limit as to any
    proposed transferee would not jeopardize our qualification as a
    REIT. This restriction may:  
    discourage a tender offer or other transactions or a change in
    management or control that might involve a premium price for our
    common shares or otherwise be in the best interests of our
    shareholders; or
    compel a shareholder who had acquired more than 9.8% of shares
    of any class or series to dispose of the additional shares of
    such class or series and, as a result, to forfeit the benefits
    of owning the additional shares.  
    Our Declaration of Trust and Bylaws permit our Board of
    Trustees to issue preferred shares with terms that may
    discourage a third party from acquiring us.  Our
    Declaration of Trust and Bylaws permits our Board of Trustees to
    issue up to 40,000,000 preferred shares, having those
    preferences, conversion or other rights, voting powers,
    restrictions, limitations as to distributions, qualifications,
    or terms or conditions of redemption as determined by our Board
    of Trustees. Thus, our Board of Trustees could authorize the
    issuance of preferred shares with terms and conditions which
    could have the effect of 16




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discouraging a takeover or other transaction in which holders of
    some or a majority of our shares might receive a premium for
    their shares over the then-prevailing market price of our shares.  
    Our Declaration of Trust and Bylaws contain other possible
    anti-takeover provisions.  Our Declaration of
    Trust and Bylaws contains other provisions which may have the
    effect of delaying, deferring or preventing a change in control
    of our company or the removal of existing management and, as a
    result, could prevent our shareholders from being paid a premium
    for their common shares over the then-prevailing market prices.
    These provisions include advance notice requirements for
    shareholder proposals and the absence of cumulative voting
    rights.
    Maryland law may discourage a third party from acquiring
    us.Certain provisions of Maryland law may have
    the effect of inhibiting a third party from making a proposal to
    acquire us or of impeding a change in control under
    circumstances that otherwise could provide the holders of our
    common shares with the opportunity to realize a premium over the
    then-prevailing market price of such shares. We have opted out
    of these provisions of Maryland law. However, our Board of
    Trustees may opt to make these provisions applicable to us at
    any time. These provisions include:  
    business combination moratorium/fair price provisions that,
    subject to limitations, prohibit certain business combinations
    between us and an interested shareholder (defined
    generally as any person who beneficially owns 10% or more of the
    voting power of our shares or an affiliate thereof) for five
    years after the most recent date on which the shareholder
    becomes an interested shareholder, and thereafter imposes
    stringent fair price and super-majority shareholder voting
    requirements on these combinations; and
    control share provisions that provide that control
    shares of our company (defined as shares which, when
    aggregated with other shares controlled by the shareholder,
    entitle the shareholder to exercise one of three increasing
    ranges of voting power in electing trustees) acquired in a
    control share acquisition (defined as the direct or
    indirect acquisition of ownership or control of control shares
    from a party other than the issuer) have no voting rights except
    to the extent approved by our shareholders by the affirmative
    vote of at least two-thirds of all the votes entitled to be cast
    on the matter, excluding all interested shares, and are subject
    to redemption in certain circumstances.  Our
    Chairman of the Board, our President and Chief Development
    Officer, our Chief Executive Officer and our Chief Operating
    Officer and General Counsel, and their affiliates, own
    approximately 7.6%, 1.4%, 1.2% and 2.5%, respectively, of our
    outstanding common shares and partnership units of our Operating
    Partnership on a fully-diluted basis and have the ability to
    exercise significant control over our operations and any matter
    presented to our shareholders.
  day-to-day
  Our
    Chairman of the Board and our President and Chief Development
    Officer have substantial outside business interests, including
    interests in Portals Development Associates Limited Partnership
    and Republic Properties Corporation, rights to continued
    management and development fee income in connection with The
    Portals Properties and ownership interests in the lessor of our
    office space, which give rise to various conflicts of interest
    with us and could harm our business.
   17




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1-year
    We may
    pursue less vigorous enforcement of the terms of our agreements
    with members of our senior management and their affiliated
    entities because of our dependence on them as well as conflicts
    of interest that exist.
   18




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Our
    management has limited experience operating as a REIT or a
    public company and we cannot assure you that this inexperience
    will not harm our business and operating results.
    Our
    business and growth strategies could be harmed if key personnel
    with well-established ties to the Greater Washington, D.C.
    real estate market terminate their employment with
    us.
    Our
    employment agreements with each of Messrs. Keller, Grigg,
    Siegel and Green provide benefits in the event of a change in
    control of our company or if the employment agreement is not
    renewed, which could deter a change in control that could be
    beneficial to our shareholders.
    Our
    Board of Trustees may change our investment and operational
    policies and practices and enter into new lines of business
    without a vote of our shareholders, which limits our
    shareholders control of our policies and practices and may
    subject us to different risks.
   19




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Our
    Board of Trustees has the power to issue additional shares in a
    manner that may not be in our shareholders best
    interests.
    The
    rights of our shareholders to take action against our trustees
    and officers are limited.
    We may
    have assumed unknown liabilities in connection with the
    Formation Transactions, which could harm our financial
    condition.
    We
    have fiduciary duties as general partner to our Operating
    Partnership that may result in conflicts of interests in
    representing our shareholders interests.
   20




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Our
    ability to pay our estimated distributions in 2006 depends upon
    our actual operating results, and we currently expect to borrow
    funds under our proposed line of credit to pay at least a
    portion of this distribution, which could slow our growth and
    depress the price of our common shares.
    Risks
    related to the real estate industry
  Illiquidity
    of real estate investments could significantly impede our
    ability to respond to adverse changes in the performance of our
    properties.
   21




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Costs
    associated with complying with the Americans with Disabilities
    Act may result in unanticipated expenses and may affect our
    results of operations.
    Environmental
    compliance costs and liabilities associated with operating our
    properties may result in unanticipated expenses and may affect
    our results of operations.
    Risks
    related to qualification and operation as a REIT
  Failure
    to qualify as a REIT would subject us to U.S. federal
    income tax and would subject us and our shareholders to other
    adverse consequences.
   22




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non-U.S. shareholders non-U.S. shareholder
  Failure
    to qualify as a domestically-controlled REIT could subject our
    non-U.S. shareholders
    to adverse U.S. federal income tax
    consequences.
  non-U.S. shareholders. non-U.S. persons, non-U.S. persons. non-U.S. shareholders non-U.S. shareholder non-U.S. shareholder non-U.S. shareholders
  Failure
    to make required distributions would subject us to
    U.S. federal income tax.
   23




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If our
    Operating Partnership failed to qualify as a partnership for
    U.S. federal income tax purposes, we would fail to qualify
    as a REIT and suffer other adverse consequences.
    We are
    subject to some taxes even though we believe we qualify as a
    REIT.
          Our
    ownership limitations may restrict or prevent our shareholders
    from engaging in certain transfers of our common
    shares.
   24




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Our
    ability to maintain distributions to our shareholders is subject
    to fluctuations in our financial performance, operating results
    and capital improvements requirements.
    Increases
    in our property taxes would adversely affect our ability to make
    distributions to our shareholders.
    Item 1B.
    Unresolved
    Staff Comments   25




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Item 2.
    Properties    AnnualizedRent PerNumber of














LeasedBuildings at


Year Built


Net Rentable


Percent


Annualized


SquareOffice Properties(1)

Location

Property


(Renovated)


Square Feet(2)


Leased(3)


Rent(4)


Foot(5)(Dollarsin thousands)Campus at Dulles
    Technology Center

Herndon, Virginia


7



1998, 1999



349,839



96.1
%

$
7,963


$
23.69Corporate Oaks

Herndon, Virginia


1



1986 (1999
)


60,767



100.0
%


1,243



20.46Corporate Pointe IV

Chantilly, Virginia


1



1998



80,118



100.0
%


1,399



17.47Lakeside I and II

Chantilly, Virginia


2



1989, 1999



173,218



85.7
%


3,048



20.54Pender Business Park

Fairfax, Virginia


4



2000



170,940



100.0
%


4,184



24.47Presidents Park I(6)(7)

Herndon, Virginia


1



1999



200,531



83.4
%


1,441



24.28Presidents Park II(8)

Herndon, Virginia


1



2000



200,511



32.5
%


1,293



28.15Presidents Park III

Herndon, Virginia


1



2001



200,135



92.7
%


4,034



21.74The Republic Building

Washington, D.C.


1



1992



276,018



100.0
%


11,440



41.44WillowWood III and IV(9)

Fairfax, Virginia


2



1998



278,979



95.4
%


6,688



26.12Portfolio Total/Weighted Average




21



1998



1,991,056



88.2
%

$
42,733


$
26.39     (1)
    Each property is 100% indirectly owned in fee by our Operating
    Partnership.(2)
    Net rentable square feet includes retail and storage space, but
    excludes
    on-site
    parking and rooftop leases.(3)
    Includes leases or lease amendments that have been executed,
    regardless of whether or not occupancy has commenced.(4)
    Annualized rent represents base rent, as determined from the
    date of the most recent amendment to a lease agreement, or from
    the original date of an agreement if not amended, for all leases
    in place in which tenants are in occupancy at December 31,
    2005 as follows: total base rent to be received during the
    entire term of each lease (assuming no exercise of early
    termination options in 2005), divided by the total number of
    months in the term for such leases, multiplied by 12. Base rent
    includes historical contractual increases and excludes
    percentage rents, additional rent payable by tenants (such as
    common area maintenance and real estate taxes), contingent rent
    escalations and parking rents.(5)
    Annualized rent per leased square foot represents annualized
    rent as computed above, divided by occupied net rentable square
    feet as of the same date.(6)
    Excludes any annualized rent associated with a lease and an
    amendment to Network Solutions, LLC for 104,860 net
    rentable square feet because the tenant occupancy date under
    this lease is January 2006.(7)
    Excludes any annualized rent associated with a lease amendment
    to Sizzling Express for 3,000 net rentable square feet
    because the tenant occupancy date under this lease is January
    2006.(8)
    Excludes any annualized rent associated with an amendment to our
    lease with iDirect, Inc. for an additional 19,215 net
    rentable square feet because the tenant occupancy date for this
    additional space is February 2006.(9)
    Excludes any annualized rent associated with a lease amendment
    to Zeta Associates for 10,039 net rentable square feet
    because the tenant occupancy date under this lease is January
    2006. 26




---



##### 



Tenant
    Diversification
      Percentage ofNet


Total Portfolio





Percentage of(Dollars in thousands)






Rentable SF


 Net Rentable





Total PortfolioLease


Under


SF Under


Annualized


 AnnualizedTenant/Industry(1)

Property

Expiration(2)


Lease


Lease(3)


Rent(4)


Rent(5)GSA  Dept. of
    Justice (Government)

Republic Building


12/20/2014



235,746



11.8
%

$
9,687



22.7
%Cisco Systems, Inc.(6)
    (Professional

Campus at Dulles


3/31/2006



29,338



1.5
%


687



1.6
%Services)

Technology Center


3/31/2016



108,858



5.5
%


2,856



6.7
%BAE Systems/DigitalNet
    (Professional Services)

Presidents Park III


10/31/2011



142,646



7.2
%


3,087



7.2
%Zeta Associates(7) (Professional
    Services)

WillowWood


8/15/2009



105,383



5.3
%


2,465



5.8
%GSA  FTS
    (Government)

WillowWood


5/3/2009



92,992



4.7
%


2,408



5.6
%Datatrac(8) (Information)

Lakeside


12/31/2006



47,670



2.4
%


1,125



2.6
%Lakeside


8/31/2008



40,600



2.0
%


749



1.8
%webMethods (Professional
    Services)

Pender Business Park


12/31/2007



61,450



3.1
%


1,614



3.8
%CACI International, Inc.
    (Professional Services)

Corporate Pointe IV


11/30/2009



80,118



4.0
%


1,399



3.3
%GSA  Dept. of
    Interior (Government)

Corporate Oaks


4/30/2010



60,767



3.1
%


1,243



2.9
%Carfax (Information)

WillowWood


11/6/2006



37,038



1.9
%


990



2.3
%Total:








1,042,606



52.5
%

$
28,310



66.3
%     (1)
    Does not include a lease and an amendment with Network
    Solutions, LLC at Presidents Park I for 104,860 net
    rentable square feet because the tenant occupancy date under
    this lease is January 2006.(2)
    Assumes the exercise of no renewal options and the exercise of
    no termination options.(3)
    Represents net rentable square feet under lease for a tenant as
    a percentage of total net rentable square feet of our properties
    including lease or lease amendments that have been executed,
    regardless of whether or not occupancy has commenced.(4)
    Annualized rent represents base rent, as determined from the
    date of the most recent amendment to a lease agreement, or from
    the original date of an agreement if not amended, for all leases
    in place in which tenants are in occupancy at December 31,
    2005 as follows: total base rent to be received during the
    entire term of each lease (assuming no exercise of early
    termination options in 2005), divided by the total number of
    months in the term for such leases, multiplied by 12. Base rent
    includes historical contractual increases and excludes
    percentage rents, additional rent payable by tenants (such as
    common area maintenance and real estate taxes), contingent rent
    escalations and parking rents.(5)
    Represents annualized rent for a tenant as a percentage of total
    annualized rent for our properties. 27




---



##### 



(6)
    We have one lease with Cisco Systems at our Campus at Dulles
    Technology Center property. This lease provides for a staggered
    lease expiration schedule with respect to certain portions of
    the net rentable square footage associated with this lease.(7)
    Excludes any annualized rent associated with a lease amendment
    to Zeta Associates for an additional 10,039 net rentable
    square feet because the tenant occupancy date under this lease
    is January 2006.(8)
    We have two leases with Datatrac at our Lakeside property.  Lease
    Distribution
    Percentage ofNet


Total Portfolio 








Percentage ofRentable


Net Rentable








Total PortfolioNumber


Percentage


SF Under


SF Under


Annualized


Annualized


 AnnualizedSF Under Lease

of Leases


of all Leases


Lease(1)


Lease(2)


Rent(3)


Rent/SF


Rent(4)($ in thousands)2,500 or less


6



12%



4,655



0.2%


$
138


$
29.65



0.3%2,501  10,000(5)


8



16%



32,636



1.6%



701



23.66



1.6%10,001  20,000


10



20%



141,003



7.1%



3,727



26.43



8.7%20,001  40,000


10



20%



280,317



14.1%



7,445



26.56



17.4%40,001  100,000(6)


11



22%



600,209



30.1%



12,627



21.73



29.6%Greater than 100,000(7)(8)


5



10%



697,493



35.1%



18,095



31.06



42.4%Total


50



100%



1,756,313



88.2%


$
42,733


$
26.39



100.0%     (1)
    Net rentable square feet under lease includes retail and storage
    space, but excludes
    on-site
    parking and rooftop leases.(2)
    Represents net rentable square feet under lease for a tenant as
    a percentage of total net rentable square feet of our properties
    including lease or lease amendments that have been executed,
    regardless of whether or not occupancy has commenced.(3)
    Annualized rent represents base rent, as determined from the
    date of the most recent amendment to a lease agreement, or from
    the original date of an agreement if not amended, for all leases
    in place in which tenants are in occupancy at December 31,
    2005 as follows: total base rent to be received during the
    entire term of each lease (assuming no exercise of early
    termination options in 2005), divided by the total number of
    months in the term for such leases, multiplied by 12. Base rent
    includes historical contractual increases and excludes
    percentage rents, additional rent payable by tenants (such as
    common area maintenance and real estate taxes), contingent rent
    escalations and parking rents.(4)
    Represents annualized rent for a tenant as a percentage of total
    annualized rent for our properties.(5)
    Excludes any annualized rent associated with a lease amendment
    to Sizzling Express for 3,000 net rentable square feet
    because the tenant occupancy date under this lease is January
    2006.(6)
    Excludes any annualized rent associated with an amendment to our
    lease with iDirect, Inc. for an additional 19,215 net
    rentable square feet because the tenant occupancy date for this
    additional space is February 2006.(7)
    Excludes any annualized rent associated with a lease and an
    amendment to Network Solutions, LLC for 104,860 net
    rentable square feet because the tenant occupancy date under
    this lease is January 2006.(8)
    Excludes any annualized rent associated with a lease amendment
    to Zeta Associates for 10,039 net rentable square feet
    because the tenant occupancy date under this lease is January
    2006. 28




---



##### 



Lease
    Expiration
    (Dollars in thousands







Percentage








Percentageexcept per square foot




Net


of Total








of Totalamounts)

Number


Rentable SF


Portfolio 








Portfolio 


Expiring


ExpiringYear of Lease

of Leases


of Expiring


Net


Annualized


Annualized


Annualized


Base


BaseExpiration

Expiring


Leases(1)


Rentable SF(2)


Rent(3)


Rent/SF(3)


Rent(4)


Rent(5)


Rent/SF(6)Available(7)






234,743



11.8
%2006


10



142,024



7.1
%

$
4,008


$
28.22



9.4
%

$
4,266


$
30.042007


4



129,381



6.5
%


3,183



24.60



7.4
%


3,390



26.202008


5



151,922



7.6
%


3,045



20.04



7.1
%


3,369



22.172009(8)


8



325,192



16.3
%


7,502



23.80



17.6
%


8,089



25.672010


8



130,707



6.6
%


3,128



23.93



7.3
%


3,422



26.182011


5



219,126



11.0
%


4,870



22.23



11.4
%


5,439



24.822012











%











%






2013(9)


4



199,939



10.0
%


2,467



25.95



5.8
%


2,739



28.802014(10)


3



282,153



14.2
%


10,270



39.51



24.0
%


10,336



39.762015


2



67,011



3.4
%


1,404



20.95



3.3
%


1,661



24.792016


1



108,858



5.5
%


2,856



26.24



6.7
%


3,246



29.81Total


50



1,991,056



100.0
%

$
42,733


$
26.39



100.0
%

$
45,957


$
28.26     (1)
    Includes retail and storage space, but excludes
    on-site
    parking and rooftop leases.(2)
    Represents net rentable square feet in a particular year as a
    percentage of total net rentable square feet of our properties.(3)
    Annualized rent represents base rent, as determined from the
    date of the most recent amendment to a lease agreement, or from
    the original date of an agreement if not amended, for all leases
    in place in which tenants are in occupancy at December 31,
    2005 as follows: total base rent to be received during the
    entire term of each lease (assuming no exercise of early
    termination options), divided by the total number of months in
    the term for such leases, multiplied by 12. Base rent includes
    historical contractual increases and excludes percentage rents,
    additional rent payable by tenants (such as common area
    maintenance and real estate taxes), contingent rent escalations
    and parking rents.(4)
    Represents annualized rent for a tenant as a percentage of total
    annualized rent for our properties.(5)
    Expiring Base Rent represents the last 12 months of base
    rent payable immediately prior to the expiration of the lease.(6)
    Expiring Base Rent/Square Foot represents expiring base rent
    divided by net rentable square feet under lease.(7)
    Approximately 168,667 square feet of the total net rentable
    square feet available as of December 31, 2005 relates to
    space available at our Presidents Park I and II properties.(8)
    Excludes any annualized rent associated with a lease amendment
    to Zeta Associates for 10,039 net rentable square feet
    because the tenant occupancy date under this lease is January
    2006.(9)
    Excludes any annualized rent associated with a lease and an
    amendment to Network Solutions, LLC for 104,860 net
    rentable square feet because the rent commencement date under
    this lease is January 2006.  (10)
    Excludes any annualized rent associated with an amendment to our
    lease with iDirect, Inc. for an additional 19,215 net
    rentable square feet because the rent commencement date for this
    additional space is February 2006. 29




---



##### 



Historical
    Percentage Leased and Rental Rate
    In Place Rent Per OccupiedDate

Square Foot(1)(3)December 31, 2005

$
25.58December 31, 2004(2)

$
22.14December 31, 2003

$
22.45December 31, 2002

$
20.69   Date

Percent LeasedDecember 31, 2005


88.2%December 31, 2004(2)


95.1%December 31, 2003


98.3%December 31, 2002


100.0%     (1)
    
    Only includes data for properties in our portfolio as of the
    applicable period.(2)
    
    Excludes Presidents Park I and II, which we acquired in December
    2004 with an occupancy rate of approximately 20%. As of
    December 31, 2005, we had signed two leases and two lease
    amendments which increased the amount of space under lease at
    Presidents Park I and II to approximately 58%.(3)
    
    In Place Rent Per Occupied Square Foot represents annualized
    rent divided by net rentable square feet under lease as of the
    end of the period.  Capital
    Expenditures
    Period Ended
    December 31,(Dollars in thousands except per
    square foot amounts)

2002


2003


2004


2005Capital expenditures

$



$
351


$
73


$
285Average square feet(1)


251,058



513,927



1,056,844



1,724,153Capital expenditures per square
    foot

$



$
0.68


$
0.07


$
0.17     (1)
    
    For any given period represents the average square footage at
    our properties subject to capital expenditures. 30




---



##### 



Tenant
    Improvements and Leasing Commissions
    Period Ended
    December 31,2002


2003


2004


2005Renewals(1)Number of leases










4



6Square Feet










106,457



428,162Tenant improvement costs per
    square foot (2)(3)(5)

$



$



$



$
12.42Leasing commission costs per
    square foot (2)(3)

$



$



$
3.75


$
3.66Total tenant improvement and
    leasing commission costs
    per square foot (2)(3)(5)

$



$



$
3.75


$
16.08New leases(4)Number of leases










7



6Square Feet










76,559



54,189Tenant improvement costs per
    square foot (2)(3)(6)

$



$



$
3.93


$
22.33Leasing commission costs per
    square foot (2)(3)

$



$



$
0.52


$
10.84Total tenant improvement and
    leasing commission costs
    per square foot (2)(3)(6)

$



$



$
4.45


$
33.17TotalNumber of leases










11



12Square Feet










183,016



482,351Tenant improvement costs per
    square foot (2)(3)(5)(6)

$



$



$
1.64


$
13.53Leasing commission costs per
    square foot (2)(3)

$



$



$
2.40


$
4.47Total tenant improvement and
    leasing commission costs
    per square foot (2)(3)(5)(6)

$



$



$
4.04


$
18.00     (1)
    
    Excludes retained tenants that have relocated to new space or
    expanded into new space.(2)
    
    Assumes all tenant improvement and leasing commissions are paid
    in the calendar year in which the lease commences, which may be
    different than the year in which they were actually paid.
    Improvements which are in progress are estimated at the terms of
    the lease.(3)
    
    Tenant improvements and leasing commission costs exclude any
    commission paid to related parties.(4)
    
    Includes retained tenants that have relocated or expanded into
    new space within our portfolio.(5)
    
    Department of Justice tenant improvement costs are included in
    2005 (the year of acquisition), although the lease commenced in
    2004.(6)
    
    Bureau of Indian Affairs (Department of the Interior) tenant
    improvement costs are included in 2004 (the year of
    acquisition), although the lease commenced in 2003. 31




---



##### 



Individual
    Property Data
    Percentage(Dollars in thousands except
    Annualized Rent/SF)










Net


of Property


Renewal OptionsAnnualized


Annualized


Lease


Rentable


 Net





OptionsTenant/Industry
    Classification

Rent(1)


Rent/SF(2)


Expiration(3)


SF(4)


Rentable SF(5)


Rent(6)


PeriodRepublic BuildingDepartment of Justice(Government)

$
9,687


$
41.09



12/20/2014



235,746



85.4
%


N/A



N/ACampus at Dulles TechCisco Systems, Inc.(Professional Services)(7)


687



23.41



03/31/2006



29,338



8.4
%


N/A



N/ACisco Systems, Inc.(Professional Services)(7)


2,856



26.24



03/31/2016



108,858



31.1
%


N/A



N/ANorthrup Grumman/TASC(Professional Services)


834



16.92



06/30/2008



49,300



14.1
%


100
% FMV


2-5 yrs.Focus Diagnostics(Professional Services)


988



23.30



09/30/2008



42,395



12.1
%


95/100
% FMV


2-5 yrs.Corporate OaksGSA  Department of
    Interior(Government)


1,243



20.46



04/30/2010



60,767



100.0
%


95
% FMV


2-5 yrs.Corporate Pointe IVCACI International, Inc.(Professional Services)


1,399



17.47



11/30/2009



80,118



100.0
%


95
% FMV


1-3 yrs.Lakeside
    I & IIDatatrac (Lease #1)(Information)


1,125



23.61



01/03/2007



47,670



27.5
%


100
% FMV


1-5 yrs.Datatrac (Lease #2)(Information)


749



18.45



08/31/2008



40,600



23.4
%


100
% FMV


1-5 yrs.Ford Motor Company(Manufacturing)


742



18.27



09/30/2015



40,594



23.4
%


95
% FMV


1-5 yrs.Pender Business ParkwebMethods
    (Professional Services)


1,614



26.27



12/31/2007



61,450



35.9
%


100
% FMV


1-5 yrs.Idea Integration(Professional Services)


973



24.81



05/31/2011



39,238



23.0
%


95
% FMV


1-5 yrs.Centex Construction(Construction)


645



24.35



11/05/2009



26,508



15.5
%


100
% FMV


1-5 yrs.NCAS(Finance and Insurance)


603



24.04



09/30/2008



25,098



14.7
%


100
% FMV


1-5 yrs.Broadview Networks(Information)


347



18.63



01/31/2011



18,646



10.9
%


100
% FMV


2-5 yrs.Presidents Park I (8)DLT Solutions(Professional Services)


662



25.06



04/14/2010



26,417



13.2
%


100
% FMV


1-5 yrs.Presidents
    Park IIiDirect Technologies, Inc.(9)(Information)


583



24.08



08/31/2014



24,192



12.1
%


100
% FMV


1-5 yrs.Washington Gas Energy(Utilities)


673



30.95



02/28/2009



21,750



10.8
%


100
% FMV


1-5 yrs.Presidents
    Park IIIBAE Systems/DigitalNet(Professional Services)


3,087



21.64



10/31/2010



142,646



71.3
%


95
% FMV


2-5 yrs.The Boeing Company(Professional Services)


941



23.00



10/31/2010



40,916



20.4
%


90
% FMV


2-5 yrs.WillowWood III &
    IVZeta Associates(10)(Professional Services)


2,465



25.85



08/15/2009



105,383



37.8
%


95
% FMV


2-5 yrs.GSA-FTS(Government)


2,408



25.89



05/03/2009



92,992



33.3
%


N/A



N/ACarfax(Information)

$
990


$
26.72



11/06/2006



37,038



13.3
%


100
% FMV


1-5 yrs.  32




---



##### 



(1)
    Annualized rent represents base rent for as determined from the
    date of the most recent amendment to a lease agreement, or from
    the original date of an agreement if not amended, all leases in
    place in which tenants were in occupancy at December 31,
    2005 as follows: total base rent to be received during the
    entire term of each lease (assuming no exercise of early
    termination options), divided by the total number of months in
    the term for such leases, multiplied by 12. Base rent includes
    historical contractual increases and excludes percentage rents,
    additional rent payable by tenants (such as common area
    maintenance and real estate taxes), contingent rent escalations
    and parking rents.(2)
    Annualized rent per square foot represents annualized rent as
    computed above, divided by occupied net rentable square feet as
    of the same date.(3)
    Assumes the exercise of no renewal options and no early
    termination options.(4)
    Net rentable square feet includes retail and storage space, but
    excludes
    on-site
    parking and rooftop leases.(5)
    Represents net rentable square feet for a tenant as a percentage
    of total net rentable square feet at a particular property.(6)
    FMV means fair market value.(7)
    We have one lease with Cisco Systems at our Campus at Dulles
    Technology Center property. This lease provides for a staggered
    lease expiration schedule with respect to certain portions of
    the net rentable square footage associated with this lease.(8)
    Does not include a lease and an amendment with Network
    Solutions, LLC for 104,860 net rentable square feet at our
    Presidents Park I property because the rent commencement date
    under this lease is January 2006.(9)
    Excludes 19,215 net rentable square feet associated with a
    lease amendment because the commencement date for this
    additional space is February 2006.  (10)
    Excludes 10,039 net rentable square feet associated with a
    lease amendment because the commencement date for this
    additional space is January 2006.  Option
    Properties
    Estimated Rentable


EstimatedSquare Feet


Certificate ofProperty

Location


Upon Completion


OccupancyProperties Under
    ConstructionThe Portals III


Washington, D.C.



505,000



2nd Quarter 2006Republic Square I


Washington, D.C.



385,000



2nd Quarter 2006Undeveloped Parcel of
    LandRepublic Square II


Washington, D.C.



202,000Total






1,092,000    33




---



##### 



Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to Vote of Security Holders   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market Information for Common Stock
    Quarter Ended

High


LowDecember 31, 2005

$
12.14


$
12.00   Distributions
   34




---



##### 



Holders
    Securities Authorized for Issuance under Equity Compensation
    Plans
  Form S-8 Form S-8
  lock-up
  Number of SecuritiesRemaining Available forNumber of
    Securities





Future Issuanceto be Issued


Weighted-Average


Under EquityUpon Exercise of


Exercise Price of


Compensation PlansOutstanding Options,


Outstanding
    Options,


(excluding
    Securities ReflectedPlan Category

Warrants and Rights


Warrants and Rights


in the First Column)Equity compensation plans approved
    by security holders










2,256,085Equity compensation plans not
    approved by security holders


N/A



N/A



N/ATotal










2,256,085   Recent Sales of Unregistered Securities
     35




---



##### 



Use of Proceeds from Registered Securities
  No. 333-128554)
      
    The repayment of debt related to our initial properties,
    including (i) approximately $60.8 million to partially
    repay a loan entered into in December 2004 in connection with
    our acquisition of the Presidents Park I, II and III
    properties, (ii) approximately $17.0 million to fully
    repay a junior loan entered into in December 2004 in connection
    with our acquisition of the Presidents Park I, II and
    III properties, (iii) approximately $46.0 million to
    fully repay a loan entered into in January 2004 in connection
    with our acquisition of the Campus at Dulles Technology Center
    property, (iv) approximately $31.2 million to fully
    repay a loan entered into in June 2005 in connection with our
    acquisition of the Republic Building property, and
    (v) approximately $2.9 million to pay fees in
    connection with the exit from and the assumption of certain
    indebtedness on our properties;
    Payments related to our Formation Transactions, including
    (i) approximately $29.3 million to make payments to
    the partners of RKB Holding L.P., including approximately
    $17.7 million to repay in part a loan assumed by the
    Operating Partnership in the RKB Holding L.P. merger,
    (ii) approximately $15.9 million to pay the income tax
    liability assumed by the Operating Partnership in connection
    with the RKB Holding merger, (iii) approximately
    $2.1 million to make a payment to a member of the general
    partner of RKB Washington Property Fund I L.P.,
    (iv) approximately $3.9 million to redeem the
    interests of some of the partners in RPT 1425 Investors L.P. as
    part of the acquisition of the Republic Building and $749,700 to
    pay the related tax liability we assumed, and
    (v) approximately $3.3 million to pay transfer taxes
    on the acquisition of the Republic Building; and
    Approximately $2.8 million to provide cash awards to our
    trustees, trustee nominees, executive officers and certain other
    employees.
    Approximately $11.6 million remains for general corporate
    and working capital purposes.  Purchases of Equity Securities by the Issuer and Affiliated
    Purchasers
   36




---



##### 



Item 6.
    Selected
    Financial Data        Form 10-K.
  Statement
    of Operations Data:
  The Company

The PredecessorPeriod from

Period fromDecember 20, through

January 1, 2005 through


Year Ended
    December 31,(Dollars in thousands, except per
    share amounts)

December 31, 2005

December 19, 2005


2004


2003


2002Revenue:Rental income

$
1,589


$
33,909


$
26,512


$
13,219


$
1,863Management and development fees


116















Expenses:Real estate taxes


152



2,980



1,752



810



121Property insurance


10



252



168



70



15Property operating costs


267



6,356



4,391



1,774



166Depreciation and amortization


579



10,594



7,512



3,355



384Management fees






3,005



2,030



953



130Management agreement write-offs


3,856















General and administrative


6,576



715



914



701



55511,440



23,902



16,767



7,663



1,371Operating (loss) income


(9,735
)


10,007



9,745



5,556



492Other income and expense:Interest income


35



173



50



15



4Interest expense


(3,704
)


(18,273)



(7,286)



(3,707)



(611)Net (loss) income before minority
    interest


(13,404
)


(8,093)



2,509



1,864



(115)Minority interest


1,670















Net (loss) income

$
(11,734
)

$
(8,093)


$
2,509


$
1,864


$
(115)Basic and diluted earnings (loss)
    per common share

$
(0.47
)Weighted average common shares
    outstandingBasic and diluted


25,017,524  37




---



##### 



Balance
    Sheet Data
  The Company


The PredecessorDecember 31,


December 31(Dollars in thousands)

2005


2004


2003


2002Investments in real estate, net

$
448,604


$
289,836


$
115,660


$
40,070Total assets


520,397



317,419



125,260



42,974Mortgage notes and loans payable


231,894



256,250



90,383



31,218Minority interest


28,080











Shareholders equity and
    partners capital


197,330



52,615



31,109



10,051  38




---



##### 



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  You should read the following discussion and analysis of our
    financial condition and results of operations in conjunction
    with our audited consolidated financial statements and related
    notes. References in the discussion below to we,
    our us or our company refer
    to our predecessor, RKB Washington Property Fund I L.P.
    (for the periods through December 19, 2005) and refer
    to Republic Property Trust and its subsidiaries (for the periods
    after December 19, 2005).
  Overview
          lease-up
   39




---



##### 




    required renovations of tenant space;
    tenant improvements and allowances; and
    leasing commissions.  Property
    Portfolio
  Predecessor Properties.
    Property Name

Date of AcquisitionCorporate Pointe IV


September 1, 2002Pender Business Park


September 23, 2002Lakeside I and II


May 13, 2003WillowWood III and IV


June 13, 2003Campus at Dulles Technology Center


January 26, 2004Corporate Oaks


August 20, 2004Presidents Park I


December 29, 2004Presidents Park II


December 29, 2004Presidents Park III


December 29, 2004   The Republic Building.
  Critical
    Accounting Policies
   40




---



##### 



Revenue Recognition
      Income Taxes
        Deferred Charges 
  Investment in Real
    Estate
 41




---



##### 



Business
    Combinations.
    Evaluation of Asset Impairment
  Results
    of Operations
   42




---



##### 



Comparison
    of year ended December 31, 2005 to year ended
    December 31, 2004
  Change


ChangeResulting


Resultingfrom


fromDecember 31,


December 31,





Additional


IPO


Remaining(Dollars in thousands)

2005


2004


Variance


Properties


Transactions


VarianceRevenueRental income

$
31,676


$
23,963


$
7,713


$
8,006


$



$
(293
)Tenant reimbursements


3,340



2,217



1,123



1,038







85Management and development fees


116







116











116Other


482



332



150



126







24Total revenue


35,614



26,512



9,102



9,170







(68
)ExpensesProperty operations


6,623



4,391



2,232



2,332







(100
)Real estate taxes


3,132



1,752



1,380



1,340







40Property insurance


262



168



94



94







Management fees


3,005



2,030



975



278







697Management agreement write-offs


3,856







3,856







3,856



Depreciation and amortization


11,173



7,512



3,661



4,076







(415
)General and administrative


7,291



914



6,377



98



5,662



617Total operating expenses


35,342



16,767



18,575



8,218



9,518



839Interest income and expense,
    minority interestInterest income


208



50



158



98







60Interest expense


(21,977
)


(7,286
)


(14,691
)


(11,453
)


(3,278
)


40Minority interests


1,670







1,670



(6
)


1,594



82Net (loss) income

$
(19,827
)

$
2,509


$
(22,336
)

$
(10,409
)

$
(11,202
)

$
(725
)          43




---



##### 



Comparison
    of year ended December 31, 2004 to year ended
    December 31, 2003
    ChangeResultingfromAdditionalProperties


RemainingVariance


Acquired


VarianceDecember 31,


December 31,(Dollars in thousands)

2004


2003


%


$RevenueRental income

$
23,963


$
12,054



99
%

$
11,909


$
11,904


$
5Tenant reimbursements


2,217



985



125



1,232



1,159



73Other


332



180



84



152



139



13Total revenue


26,512



13,219



101



13,293



13,202



91ExpensesProperty operations


4,391



1,774



148



2,617



2,565



52Real estate taxes


1,752



810



116



942



945



(3
)Insurance


168



70



140



98



77



21Management fees


2,030



953



113



1,077



419



658Depreciation and amortization


7,512



3,355



124



4,157



4,104



53General and administrative


914



701



30



213



50



163Total operating expenses


16,767



7,663



119



9,104



8,160



944Interest income and
    expenseInterest income


50



15



233



35



10



25Interest expense


(7,286
)


(3,707
)


97



(3,579
)


(3,578
)


(1
)Net income

$
2,509


$
1,864



35
%

$
645


$
1,474


$
(829
)    44




---



##### 



Liquidity
    and Capital Resources
  December 31,


December 31,


December 31,(Dollars in thousands)

2005


2004


2003Net (loss) income

$
(19,827
)

$
2,509


$
1,864Net cash (used in) provided by
    operating activities


(3,566
)


10,600



5,797Net cash (used in) investing
    activities


(11,975
)


(181,258
)


(80,489
)Net cash provided by financing
    activities


36,593



170,923



76,186Cash and cash equivalents at end
    of period


23,127



2,075



1,810     Comparison
    of year ended December 31, 2005 to year ended
    December 31, 2004
         45




---



##### 



Comparison
    of year ended December 31, 2004 to year ended
    December 31, 2003




















Credit
    Facility
















Short-Term
    Liquidity Requirements








| |   |                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------
| |  | maintenance capital expenditures necessary to properly maintain
    our properties;                                                               
|
| |  | capital expenditures incurred to facilitate the leasing of space
    at our properties, including tenant improvements and leasing
    commissions;

46



---



##### 





| |   |                                                                                       
| | - | --------------------------------------------------------------------------------------
| |  | interest expense and scheduled principal payments on outstanding
    indebtedness; and
|
| |  | future distributions paid to our shareholders.                                        



















Long-Term
    Liquidity Requirements














47



---



##### 







Off-Balance
    Sheet Arrangements




Regulation S-K.




Indebtedness
    Outstanding












|                                  |  |          |     |   |           |   |         |             |  |   |          |  |  |            |         |  |  |   |         | 
|--------------------------------- |  | -------- | --- | - | --------- | - | ------- | ----------- |  | - | -------- |  |  | ---------- | ------- |  |  | - | ------- | 
|                                  |  |          |     |   |           |   |         | Annual      |  |   |          |  |  |            |        
|                                  |  | Interest |     |   | Principal |   |         | Debt        |  |   | Maturity |  |  | Balance at |        
|(Dollars in thousands)            |  | Rate (1) |     |   | Amount    |   |         | Service (2) |  |   | Date (3) |  |  | Maturity   |        
|                                 
|                                 
|Corporate Pointe IV               |  |          | 7.3 | % |           | $ | 9,472   |             |  | $ | 815      |  |  |            | 5/2011  |  |  | $ | 8,740   | 
|Pender Business Park              |  |          | 5.8 | % |           |   | 20,638  |             |  |   | 1,514    |  |  |            | 10/2009 |  |  |   | 19,386  | 
|Lakeside I and II                 |  |          | 4.6 | % |           |   | 19,500  |             |  |   | 897      |  |  |            | 6/2008  |  |  |   | 19,500  | 
|WillowWood III and IV             |  |          | 4.5 | % |           |   | 40,000  |             |  |   | 1,800    |  |  |            | 6/2008  |  |  |   | 40,000  | 
|Corporate Oaks                    |  |          | 6.0 | % |           |   | 6,610   |             |  |   | 529      |  |  |            | 1/2014  |  |  |   | 5,211   | 
|Republic Building (4)             |  |          | 5.7 | % |           |   | 102,674 |             |  |   | 5,447    |  |  |            | 7/2012  |  |  |   | 105,770 | 
|Presidents Park I, II and III (5) |  |          | 5.4 | % |           |   | 33,000  |             |  |   | 1,779    |  |  |            | 6/2006  |  |  |   | 33,000  | 
|                                  |  |          |     |   |           |   |         |             |  |   |          |  |  |            |         |  |  |   |         | 
|Total Debt                        |  |          |     |   |           | $ | 231,894 |             |  | $ | 12,781   |  |  |            |         |  |  | $ | 231,607 | 
|                                  |  |          |     |   |           |   |         |             |  |   |          |  |  |            |         |  |  |   |         | 









|    |  |                                                                                                                                                                                                                                                        
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | The weighted average interest rate of our debt is 5.4%.                                                                                                                                                                                                
|   
|(2) |  | Annual debt service includes payments made for principal and
    interest.                                                                                                                                                                             
|   
|(3) |  | Maturity date represents the date on which the principal amount
    is due and payable, assuming no payment has been made in advance
    of the maturity date.                                                                                         
|   
|(4) |  | Loan assumed with principal amount of $105.8 million and a
    5.15% stated interest rate. The loan was recorded at
    $3.1 million discount, reflecting an estimated
    5.7% market interest rate.                                                  
|   
|(5) |  | Loan bears interest at the rate of LIBOR plus 1%. As discussed
    above, we have a commitment from KeyBank to establish a line of
    credit and intend to close on such line of credit prior to
    June 1, 2006 and payoff the Presidents Park Loan.



Contractual
    Obligations








|                                                 |  |       |         |  |      |   |        |           |  |   |           |  |  |            |        |  |  |   |         | 
|------------------------------------------------ |  | ----- | ------- |  | ---- | - | ------ | --------- |  | - | --------- |  |  | ---------- | ------ |  |  | - | ------- | 
|(Dollars in thousands)                           |  |       |         |  |      |   |        |           |  |   |           |  |  |            |       
|                                                 |  |       |         |  |      |   |        |           |  |   |           |  |  | Subsequent |       
|Contractual
    Obligations                      |  | Total |         |  | 2006 |   |        | 2007-2008 |  |   | 2009-2010 |  |  | to 2010    |       
|                                                
|                                                
|Long-term debt (1)                               |  | $     | 288,324 |  |      | $ | 44,446 |           |  | $ | 79,856    |  |  | $          | 34,197 |  |  | $ | 129,825 | 
|Redevelopment and tenant-related
    capital (2) |  | $     | 6,068   |  |      | $ | 6,068  |           |  | $ |          |  |  | $          |       |  |  | $ |        | 
|Operating leases (3)                             |  | $     |        |  |      | $ |       |           |  | $ |          |  |  | $          |       |  |  | $ |        | 



48



---



##### 







|    |  |                                                                                                                                                                                           
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | These amounts include obligations for payment of both principal
    and interest. For loans that bear interest at variable rates, we
    used the one-month LIBOR as of December 31, 2005.
|   
|(2) |  | These amounts reflect obligations on executed contracts and
    executed leases in place as of December 31, 2005, excluding
    those amounts for which escrowed funds are held by lender.
|   
|(3) |  | We entered into a one year lease for office space at The Portals
    I. The lease requires monthly payments of $6,638.                                                                    



Related
    Party Transactions




Contribution of Management and Development Services by
    Republic Properties Corporation 












Outsourcing of Management and Development Services for The
    Portals Properties 




| |   |                                                                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | management services to The Portals I and II, in exchange
    for a fee equal to 1% of the gross revenues of each property and
    a payment to cover the cost of the corporate and property labor
    and overhead for providing those services;
|
| |  | development services to The Portals III, in exchange for a fee
    equal to 3% of the remaining development costs, which are
    defined as net of land acquisition, interest and loan expenses,
    and cash concessions to tenants;           

49



---



##### 




    development services to The Portals IV and V, in exchange for a
    fee equal to 3% of the development costs, which are defined as
    net of land acquisition, interest and loan expenses, and cash
    concessions to tenants; and
    management services to The Portals III, IV and V, when
    completed, and in the case of The Portals III in advance of
    any exercise by us of our option to acquire The
    Portals III, in exchange for a fee equal to 1% of the gross
    revenues of each property and a payment to cover the cost of the
    corporate and property labor and overhead for providing those
    services;
    certain asset management services to PDA, including, but not
    limited to, the arrangement of financing and the administration
    of loans, the oversight of partnership books and records, the
    preparation of quarterly distributions, certain accounting,
    bookkeeping and other administrative services with respect to
    The Portals Properties, and the preparation of documents in
    connection with the annual audit and tax return of PDA in
    exchange for an annual payment of $1.1 million.    
    a development fee equal to 5% of all development costs;
    a construction management fee equal to 5% of all direct costs of
    construction (of which 1/8th is payable to East Coast
    Development Corporation, the unaffiliated general partner);
    a management fee equal to 5% of gross rental receipts; and
    a leasing fee equal to 3% of the gross rental receipts, which
    may be reduced by up to 2% to the extent unaffiliated brokers or
    leasing agents are engaged to perform leasing services.      Option Properties
  Inflation
   50




---



##### 



Recently
    Issued Accounting Standards
  Share-Based Payment
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Market
    Risk Related to Debt
     51




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  Form 10-K
  Report of
    Independent Registered Public Accounting Firm


53Consolidated
    Balance Sheets of the Company as of
    December 31, 2005 and of the Predecessor as of
    December 31, 2004


54Consolidated
    Statements of Operations of the Company for
    the period from December 20, 2005 through December 31,
    2005
    and for the Predecessor for the period from January 1, 2005
    through
    December 19, 2005 and for the years ended December 31,
    2004
    and 2003


55Consolidated
    Statements of Shareholders Equity and Partners
    Capital for the Company for the period from December 20,
    2005
    through December 31, 2005 and for the Predecessor for the
    period from
    January 1, 2005 through December 19, 2005 and for the
    years ended
    December 31, 2004 and 2003


56Consolidated
    Statements of Cash Flows of the Company for the period
    from December 20, 2005 through December 31, 2005 and
    for the
    Predecessor for the period from January 1, 2005 through
    December 19, 2005 and for the years ended December 31,
    2004
    and 2003


57Notes to
    Consolidated Financial Statements


58Supplemental
    Schedule  Schedule III  Real
    Estate and
    Accumulated Depreciation


77  52




---



##### 



REPUBLIC
    PROPERTY TRUST
  REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                 53




---



##### 



Republic
    Property Trust (The Company) and RKB Washington Property
    Fund I L.P.
    (The Predecessor)
 Consolidated
    Balance Sheets
    As of December 31, 2005 and 2004  The Company


The Predecessor(Dollars in thousands)

December 31, 2005


December 31, 2004ASSETSInvestment in real estate:Land

$
83,600


$
46,600Commercial office buildings and
    improvements


384,490



252,899468,090



299,499Less: accumulated depreciation and
    amortization


(19,486
)


(9,663
)448,604



289,836Cash and cash equivalents


23,127



2,075Marketable securities


10,004



Restricted cash


9,386



7,954Rents and other receivables


5,301



2,113Prepaid expenses and other assets


23,975



15,441Total assets

$
520,397


$
317,419LIABILITIES AND
    SHAREHOLDERS EQUITY AND PARTNERS CAPITALLiabilities:Mortgage notes payable

$
231,894


$
256,250Intangible lease liabilities


20,886



3,324Taxes payable


16,604



Accounts payable and accrued
    liabilities


15,127



2,208Acquisition payables


7,204



Tenant security deposits


2,267



2,080Advance rents


1,005



942Total liabilities


294,987



264,804Minority
    interest  operating partnership


28,080



Shareholders Equity and
    Partners CapitalPartners capital






52,615Preferred stock, par value $0.01,
    40,000,000 shares authorized, none issued and outstanding
    in 2005






Common stock, par value $0.01,
    200,000,000 shares authorized, 25,017,524 shares
    issued and outstanding in 2005


250



Additional paid-in capital


208,814



Accumulated deficit


(11,734
)


Total Shareholders Equity
    and Partners Capital


197,330



52,615Total Liabilities and
    Shareholders Equity and Partners Capital

$
520,397


$
317,419    54




---



##### 



Republic
    Property Trust (The Company) and RKB Washington Property
    Fund I L.P.
    (The Predecessor)Consolidated Statements of Operations
    For the Years Ended December 31, 2005, 2004 and
    2003
  The Company


The PredecessorPeriod from


Period fromDecember 20, 2005


January 1, 2005


Year Endedthrough December 31,


through December 19,


December 31(Dollars in thousands except per
    share amounts)

2005


2005


2004


2003Revenue:Rental income

$
1,589


$
33,909


$
26,512


$
13,219Management and development fees


116











Total operating revenue


1,705



33,909



26,512



13,219Expenses:Real estate taxes


152



2,980



1,752



810Property insurance


10



252



168



70Property operating costs


267



6,356



4,391



1,774Depreciation and amortization


579



10,594



7,512



3,355Management fees






3,005



2,030



953Management agreement write-offs


3,856











General and administrative


6,576



715



914



701Total operating expenses


11,440



23,902



16,767



7,663Operating (loss) income


(9,735
)


10,007



9,745



5,556Other income and expense:Interest income


35



173



50



15Interest expense


(3,704
)


(18,273
)


(7,286
)


(3,707
)Total other income and expense


(3,669
)


(18,100
)


(7,236
)


(3,692
)Net (loss) income before minority
    interest


(13,404
)


(8,093
)


2,509



1,864Minority interest


1,670











Net (loss) income

$
(11,734
)

$
(8,093
)

$
2,509


$
1,864Basic and diluted earnings (loss)
    per common share

$
(0.47
)Weighted average common shares
    outstandingbasic and diluted


25,017,524    55




---



##### 



Republic
    Property Trust (The Company) and RKB Washington Property
    Fund I L.P.
    (The Predecessor)
  Consolidated
    Statements of Shareholders Equity and Partners
    Capital
    For the Years Ended December 31, 2005, 2004 and
    2003  AdditionalCommon Shares


Paid-in


Accumulated


Partners(Dollars in thousands)

Number


Amount


Capital


Deficit


Capital


TotalTHE PREDECESSORBalance at January 1, 2003





$



$



$



$
10,051


$
10,051Capital contributions


















23,693



23,693Distributions to partners


















(3,511
)


(3,511
)Equity placement fees


















(988
)


(988
)Net income


















1,864



1,864Balance at December 31, 2003


















31,109



31,109Capital contributions


















27,090



27,090Distributions to partners


















(7,512
)


(7,512
)Equity placement fees


















(581
)


(581
)Net Income


















2,509



2,509Balance at December 31, 2004


















52,615



52,615Capital contributions


















12,732



12,732Distributions to partners


















(8,874
)


(8,874
)Net loss


















(8,093
)


(8,093
)Balance at December 19, 2005


















48,380



48,380THE COMPANYReclassify Predecessors
    Partners Capital and redemption of Partners interest


3,962,861



40



10,001







(48,380
)


(38,339
)Initial capitalization


100







2











2Gross proceeds from sale of common
    shares


20,000,000



200



239,800











240,000Issuance of restricted shares


243,915



2



2,924











2,926Issuance of common shares for
    acquisition of Republic Building


810,648



8



9,720











9,728Offering costs










(23,883
)










(23,883
)Adjustment to minority interest in
    Operating Partnership










(29,750
)










(29,750
)Net loss














(11,734
)






(11,734
)Balance at December 31, 2005


25,017,524


$
250


$
208,814


$
(11,734
)

$



$
197,330    56




---



##### 



Republic
    Property Trust (The Company) and RKB Washington Property
    Fund I L.P.
    (The Predecessor)
  Consolidated Statements of Cash Flows
 For the Years Ended December 31, 2005, 2004 and
    2003
  The Company


The PredecessorPeriod from


Period fromDecember 20, 2005


January 1, 2005through December 31,


through December 19,


Year Ended December 31(Dollars in thousands)

2005


2005


2004


2003Operating activities:Net (loss) income

$
(11,734
)

$
(8,093
)

$
2,509


$
1,864Adjustments to reconcile net (loss)
    income to net cash provided by operating activities:Minority interest


(1,670
)










Stock awards


2,927











Management agreements write-off


3,856











Depreciation and amortization


579



10,594



7,512



3,355Amortization of loan costs


461



2,179



550



144Other


13











Changes in operating assets and
    liabilities:Rents and other receivables


(240
)


(1,769
)


(785
)


(1,155
)Prepaid expenses and other assets


169



(1,786
)


(648
)


(473
)Accounts payable and accrued
    expenses


663



47



511



1,316Advance rents


(303
)


360



496



371Tenant security deposits






181



455



375Net cash (used in) provided by
    operating activities


(5,279
)


1,713



10,600



5,797Investing activitiesInvestment in real estate and
    intangibles










(180,212
)


(80,139
)Net cash from acquisitions


53











Purchase of property and equipment






(2,024
)


(1,046
)


(350
)Investment in marketable securities


(10,004
)










Net cash used in investing
    activities


(9,951
)


(2,024
)


(181,258
)


(80,489
)Financing activitiesNet proceeds of initial public
    offering
    of common stock


223,200











Payment of offering costs


(3,152
)










Initial capitalization


2











Payment for Predecessor interests


(31,435
)










Issuance of debt






3,319



159,500



59,500Principal repayments of debt


(155,026
)


(6,553
)


(413
)


(335
)Deferred financing costs






(720
)


(2,816
)


(786
)Decease (increase) in restricted
    cash


1,809



1,291



(4,345
)


(1,386
)Contributions from partners






12,732



27,090



23,692Equity placement fees










(581
)


(988
)Distributions to partners






(8,874
)


(7,512
)


(3,511
)Net cash provided by financing
    activities


35,398



1,195



170,923



76,186Net increase in cash and cash
    equivalents


20,168



884



265



1,494Cash and cash equivalents at
    beginning of period


2,959



2,075



1,810



316Cash and cash equivalents at end of
    period

$
23,127


$
2,959


$
2,075


$
1,810Supplemental disclosure of cash
    flow informationCash paid during the period for
    interest

$
354


$
15,820


$
6,360


$
3,458    57




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)Notes to Consolidated Financial Statements
    For the Years Ended December 31, 2005, 2004 and
    2003
  1.
    Organization
    and description of business            non-U.S. investors
   58




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
    2.
    Summary
    of Significant Accounting Policies  Basis of Presentation
    Use of Estimates
  Investment in Real
    Estate
  Business
    Combinations.
   59




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
      (Dollars in thousands)

2005


2004Tenant Origination Costs

$
20,453


$
10,481Leasing Commissions

$
8,911


$
4,838Net Lease Intangible Assets

$
5,258


$
6,520Net Lease Intangible Liabilities

$
(20,886
)

$
(3,324
)     property-by-property
  Deferred Charges
  Revenue Recognition
 60




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
        Equity IPO Costs
  Income Taxes
        Earnings per Share
 61




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
    Profits, Losses, and Distributions
    Dividends
  Cash, Cash Equivalents and Marketable
    Securities 
    Restricted Cash
  Reclassification
  Effects of Recently Issued Accounting
    Standards Share-Based Payment
  Comprehensive Income
    (Loss)
  3.
    Property
    Acquisition   62




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
     (Dollars in thousands)

Republic BuildingAssets acquired:Land

$
37,000Building and improvements


114,933Tenant origination costs


12,744Lease commissions


5,251Net lease
    intangibles  assets(a)


18Net lease
    intangibles  liabilities


(18,290
)Non-real estate assets, net of
    liabilities


3,175Net assets acquired

$
154,831Funding of assets
    acquired:Equity: (d)(i) Issuance of 810,648 common
    shares(b)

$
9,728(ii) Issuance of 271,500
    OP units(b)


3,25812,986Debt financing assumed: (d)(i) Mortgage debt at fair value(c)


102,661(ii) Bridge
    loan  paid off at closing


31,230133,891Acquisition and taxes payable:(i) Transfer taxes due on
    acquisition


3,302(ii) Cash to be paid to partners
    of RPT 1425 for the acquisition


3,902(iii) Assumption of tax
    liabilities (d) (see Note 15)


7507,954$
154,831     (a)
    
    Classified in the consolidated balance sheet in prepaid expenses
    and other assets.(b)
    
    Based on the acquisition date share price of $12.00 per
    common share.(c)
    
    The debt assumed is reflected in the balance sheet at its fair
    value of $102.7 million, net of a $3.1 million
    discount to its face amount.(d)
    
    The common shares, OP units issued, debt assumed, and
    acquisition and taxes payable are considered non-cash
    transactions for the purposes of the statement of cash flows.   63




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
      13615-13645
        (Dollars in thousands)In-PlaceRentable








Lease





TotalSquare





Building and


Components,





AcquisitionFeet


Land


Improvements


Net


Other(a)


Cost(unaudited
)December 2005

Republic Building


276,018


$
37,000


$
114,933


$
(277
)

$
3,175


$
154,831Total 2005


276,018


$
37,000


$
114,933


$
(277
)

$
3,175


$
154,831January 2004

Campus at DullesTechnology Center


349,839


$
8,114


$
49,479


$
3,568


$



$
61,161August 2004

Corporate Oaks


60,767



1,924



7,188



1,326







10,438December 2004

Presidents Park


601,177



17,014



88,295



10,084







115,393Total 2004


1,011,783


$
27,052


$
144,962


$
14,978


$



$
186,992May 2003

Lakeside I & II


173,218


$
3,460


$
20,376


$
2,399


$



$
26,235June 2003

WillowWood III & IV


278,979



5,586



44,666



3,651







53,903Total 2003


452,197


$
9,046


$
65,042


$
6,050


$



$
80,138     (a)
    Other consists of non-real estate assets net of liabilities. 64




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
     Year Ended
    December 31(Dollars in thousands)

2005


2004


2003Tenant Origination Costs

$
12,744


$
7,570


$
4,032Leasing Commissions


5,251



3,116



1,743Intangible
    lease  assets


18



6,091



869Intangible
    lease  liabilities


(18,290
)


(1,799
)


(594
)$
(277
)

$
14,978


$
6,050     Year Ended
    December 31(Dollars in thousands)

2005

2004Revenue

$
49,860


$
39,711Net Income (loss)

$
(20,253
)

$
2,523     4.
    Intangible
    Lease Assets and Liabilities  Business
    Combination
   65




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
    Lease


Net Lease(Dollars in thousands)

Commissions


Intangible2006

$
(1,590
)

$
1,4672007


(1,372
)


1,5862008


(1,244
)


1,5462009


(1,062
)


1,6382010


(968
)


1,647Thereafter


(2,675
)


7,744Total

$
(8,911
)

$
15,628   5.
    Leases      (Dollars in thousands)2006

$
43,8222007


40,5252008


38,3442009


32,7972010


27,808Thereafter


76,344$
259,640   6.
    Related
    Party Transactions  Predecessor
     66




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
      Option
    Properties
      Management
    and Development Services
  Contribution of Management and Development Services by
    Republic Properties Corporation
 67




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
        Outsourcing of Management and Development Services for The
    Portals
    Properties 
  
    management services to The Portals I and II, in exchange for a
    fee equal to 1% of the gross revenues of each property and a
    payment to cover the cost of the corporate and property labor
    and overhead for providing those services;
    management services to The Portals III, IV and V, when
    completed, and in the case of The Portals III in advance of
    any exercise by us of our option to acquire The
    Portals III, in exchange for a fee equal to 1% of the gross
    revenues of each property and a payment to cover the cost of the
    corporate and property labor and overhead for providing those
    services;
    development services to The Portals III, in exchange for a
    fee equal to 3% of the remaining development costs, which are
    defined as net of land acquisition, interest and loan expenses,
    and cash concessions to tenants;
    development services to The Portals IV and V, in
    exchange for a fee equal to 3% of the development costs, which
    are defined as net of land acquisition, interest and loan
    expenses, and cash concessions to tenants; and
    certain asset management services to PDA, including, but not
    limited to, the arrangement of financing and the administration
    of loans, the oversight of partnership books and records, the
    preparation of quarterly distributions, certain accounting,
    bookkeeping and other administrative services with respect to
    The Portals Properties, and the preparation of documents in
    connection with the annual audit and tax return of PDA in
    exchange for an annual payment of $1.1 million. 68




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
     
    a development fee equal to 5% of all development costs;
    a construction management fee equal to 5% of all direct costs of
    construction (of which 1/8th is payable to East Coast
    Development Corporation, the unaffiliated general partner);
    a management fee equal to 5% of gross rental receipts; and
    a leasing fee equal to 3% of the gross rental receipts, which
    may be reduced by up to 2% to the extent unaffiliated brokers or
    leasing agents are engaged to perform leasing services.      Consideration
    paid for agreements
        Office
    Space at The Portals I
   69




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
   Legal
    Services Provided by Glazer & Siegel,
    PLLC
  12-month
  7.
    Debt on
    Real Estate Investments           70




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
               71




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
     December 31(Dollars in thousands)

2005


2004Republic Building, 5.68% (market
    rate), matures July 2012

$
102,674


$
Presidents Park, floating rate
    mortgage of LIBOR plus 1.00%, matures June 2006


33,000



90,500Presidents Park, floating rate
    mortgage of LIBOR plus 10%, matured January 2006






23,000Corporate Oaks, 5.99%, matures
    January 2014


6,610



6,738Campus at Dulles Technology
    Center, floating rate mortgage of LIBOR plus 2.75%, matures
    February 2007






46,000WillowWood Plaza III &
    IV, 4.50%, matures June 2008


40,000



40,000Lakeside I & II,
    4.60%, matures June 2008


19,500



19,500Pender Business Park, 5.80%,
    matures October 2009


20,638



20,929Corporate Pointe IV, 7.29%,
    matures May 2011


9,472



9,582Total

$
231,894


$
256,249     (Dollars in thousands)2006

$
33,5642007


6002008


60,1332009


19,9712010


333Thereafter


120,389Gross principal payments


234,990Discounts


(3,096
)Total principal payments

$
231,894   8.
    Minority
    Interest   72




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
   9.
    Financial
    Instruments  Disclosures About Fair Value of
    Financial Instruments
    
    Cash and cash equivalents:  The carrying amount
    of cash and cash equivalents reported in the balance sheet
    approximates fair value because of the short maturity of these
    instruments (i.e., less than 90 days).
    Marketable securities.  The carrying amount of
    marketable securities reported in the balance sheet approximates
    the fair value as the securities are of short maturity (i.e.,
    7 days).
    Mortgage notes payable:  The fair values of our
    borrowings under variable-rate agreements approximate their
    carrying value. The fair value under fixed-rate agreements is
    determined using a discounted cash flow model and estimates of
    current borrowing rates for similar interests.  2005

2004(Dollars in thousands)

Carrying Value

Fair Value

Carrying Value

Fair ValueMarketable securities

$
10,004


$
10,004


$



$
Mortgage notes payable

$
231,894


$
232,084


$
256,250


$
255,580   10.
    Partners
    Capital        11.
    Employee
    Benefit Plan   73




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
    12.
    Stockholders
    Equity        13.
    Earnings
    Per Share    14.
    Stock
    Option and Incentive Plan        15.
    Taxes
    Payable   74




---



##### 





Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)












|    |                                  
|--- | ---------------------------------
|16. | Commitments
    and Contingencies



| |                  
| | -----------------
| | Legal
    Matters







|    |                      
|--- | ---------------------
|17. | Subsequent
    Events

















75



---



##### 



18.
    Selected
    Quarterly Financial Data (unaudited)    (Dollars in thousands)

Three Months Ended,2005

December 31(a)


September 30


June 30


March 31Revenues

$
9,204


$
8,901


$
8,818


$
8,691Income (loss) before minority
    interest

$
(16,051
)

$
(1,964
)

$
(1,788
)

$
(1,694
)Net (loss)

$
(14,381
)

$
(1,964
)

$
(1,788
)

$
(1,694
)   (a)
    The following are significant expenses incurred during the three
    months ended December 31, 2005 as a result of the IPO:  (1)
    Cash and stock awards to employees and directors totaling
    $5.7 million are included in general and administrative
    expenses.          (Dollars in thousands)Three Months Ended,2004

December 31


September 30


June 30


March 31Revenues

$
6,974


$
6,631


$
6,732


$
6,175Income (loss) before minority
    interest

$
419


$
638


$
801


$
651Net income

$
419


$
638


$
801


$
651   76




---



##### 



SCHEDULE III



CONSOLIDATED
    REAL ESTATE AND ACCUMULATED DEPRECIATION  Cost Capitalized











AccumulatedSubsequent to


Gross Carry Amount


DepreciationInitial Cost


Acquisition


At December 31,
    2005


at(Dollars in thousands)







Building &





Building &





Building &





December 31,


Year Built/


YearName

Encumbrances


Land


Improvements


Land


Improvements


Land


Improvements


Total


2005


Renovated


AcquiredCommercial PropertiesCorporate Pointe IV

$
9,472


$
1,932


$
10,477


$



$



$
1,932


$
10,477


$
12,409


$
980



1998



2002Pender Business Park


20,638



8,569



19,423


$




531



8,569



19,954



28,523



2,762



2000



2002Lakeside I and II


19,500



3,460



21,649


$




421



3,460



22,070



25,530



2,427



1989/1999



2003WillowWood III and IV


40,000



5,586



47,425


$




279



5,586



47,704



53,290



4,876



1998



2003Campus at Dulles Technology Center






8,114



52,497


$




456



8,114



52,953



61,067



4,738



1998/1999



2004Corporate Oaks


6,610



1,924



8,192


$




15



1,924



8,207



10,131



428



1986/1999



20041999/2000/Presidents Park


33,000



17,015



91,843


$




3,589



17,015



95,432



112,447



3,101



2001



2004Republic Building


102,674



37,000



127,677


$








37,000



127,677



164,677



174



1992



2005Headquarters













$




16







16



16











2005Grand Total

$
231,894


$
83,600


$
379,183


$



$
5,307


$
83,600


$
384,490


$
468,090


$
19,486     (Dollars in thousands)2005


2004


2003Real Estate AssetsBalance, beginning of period

$
299,499


$
118,869


$
40,401Additions  property
    acquisitions


164,677



179,584



78,121 improvements*


3,914



1,046



347Balance, end of period

$
468,090


$
299,499


$
118,869Accumulated DepreciationBalance, beginning of period

$
9,663


$
3,209


$
331Additions  depreciation


9,823



6,454



2,878Balance, end of period

$
19,486


$
9,663


$
3,209     *
    Includes non-cash accruals for capital items.      Buildings


39 yearsBuilding improvements


5-20 yearsTenant improvements


Shorter of useful life or related tenant leaseTenant origination costs


Life of respective lease  77




---



##### 



Item 9.
    Changes
    and Disagreements with Accountant on Accounting and Financial
    Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Changes
    in Internal Control Over Financial Reporting
  Rule 13a-15(f) Rule 13a-15(b) Rule 13a-15(e)
  Item 9B.
    Other
    Information   PART III  Item 10.
    Directors
    and Executive Officers of the Registrant    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters   78




---



##### 



Item 13.
    Certain
    Relationships and Related Transactions    Item 14
    Principal
    Accountant Fees and Services   PART IV  Item 15
    Exhibits,
    Financial Statement Schedules.  FINANCIAL
    STATEMENTS
  Form 10-K.
  FINANCIAL
    STATEMENT SCHEDULES
  Form 10-K.
  EXHIBITS
  Exhibit3
.1

Articles of Amendment and
    Restatement of Declaration of Trust of Republic Property Trust(6)3
.2

First Amended and Restated Bylaws
    of Republic Property Trust(6)4
.1

Form of Common Share Certificate(3)10
.1

First Amended and Restated
    Agreement of Limited Partnership of Republic Property Limited
    Partnership(6)10
.2

Agreement and Plan of Merger,
    dated as of September 23, 2005, by and among Republic
    Property Trust, Republic Property Limited Partnership and RKB
    Holding L.P.(3)10
.3

Contribution Agreement, dated as
    of September 23, 2005, by and among Republic Property
    Trust, Republic Property Limited Partnership and the partners of
    RPT 1425 LLC(2)10
.4

Amendment to Contribution
    Agreement, dated as of December 20, 2005, by and among
    Republic Property Trust, Republic Property Limited Partnership
    and the partners of RPT 1425 LLC(6)10
.5

Contribution Agreement, dated as
    of September 23, 2005, by and among RKB Washington Property
    Fund I L.P., Republic Property Limited Partnership, Richard
    L. Kramer, Steven A. Grigg, Mark R. Keller and the other parties
    named therein(2)10
.6

Amendment to Contribution
    Agreement, dated as of December 20, 2005, by and among RKB
    Washington Property Fund I L.P., Republic Property Limited
    Partnership, Richard L. Kramer, Steven A. Grigg, Mark R. Keller
    and the other parties named therein(6)10
.7

Development Services Rights and
    Management Services Rights Contribution Agreement, dated as of
    September 23, 2005, by and between Republic Properties
    Corporation and Republic Property Limited Partnership (Republic
    Square I)(2)10
.8

Amendment to Development Services
    Rights and Management Services Rights Contribution Agreement,
    dated as of December 20, 2005, by and between Republic
    Properties Corporation and Republic Property Limited Partnership
    (Republic Square I)(6)10
.9

Development Services Rights and
    Management Services Rights Contribution Agreement, dated as of
    October 24, 2005, by and among Republic Properties
    Corporation, Republic Property Limited Partnership and 660 North
    Capitol Street Property LLC (Republic Square II)(2) 79




---



##### 



Exhibit10
.10

Management Services Rights
    Contribution Agreement, dated as of October 24, 2005, by
    and among Republic Properties Corporation, Richard L. Kramer,
    Steven A. Grigg and Republic Property Limited Partnership
    (Portals I)(2)10
.11

Amendment to Management Services
    Rights Contribution Agreement, dated as of November 28,
    2005, by and among Republic Properties Corporation, Richard L.
    Kramer, Steven A. Grigg and Republic Property Limited
    Partnership (Portals I)(3)10
.12

Management Services Rights
    Contribution Agreement, dated as of October 24, 2005, by
    and among Republic Properties Corporation, Richard L. Kramer,
    Steven A. Grigg and Republic Property Limited Partnership
    (Portals II)(2)10
.13

Amendment to Management Services
    Rights Contribution Agreement, dated as of November 28,
    2005, by and among Republic Properties Corporation, Richard L.
    Kramer, Steven A. Grigg and Republic Property Limited
    Partnership (Portals II)(3)10
.14

Development Services Rights and
    Management Services Rights Contribution Agreement, dated as of
    September 23, 2005, by and among Republic Properties
    Corporation, Richard L. Kramer, Steven A. Grigg and Republic
    Property Limited Partnership (Portals III)(2)10
.15

Amendment to Development Services
    Rights and Management Services Rights Contribution Agreement,
    dated as of September 23, 2005, by and among Republic
    Properties Corporation, Richard L. Kramer, Steven A. Grigg and
    Republic Property Limited Partnership (Portals III)(3)10
.16

Development Services Rights and
    Management Services Rights Contribution Agreement, dated as of
    October 24, 2005, by and among Republic Properties
    Corporation, Richard L. Kramer, Steven A. Grigg and Republic
    Property Limited Partnership (Portals IV)(2)10
.17

Development Services Rights and
    Management Services Rights Contribution Agreement, dated as of
    October 24, 2005, by and among Republic Properties
    Corporation, Richard L. Kramer, Steven A. Grigg and Republic
    Property Limited Partnership (Portals V)(2)10
.18

Management Services Rights
    Contribution Agreement, dated as of September 23, 2005, by
    and between Republic Properties Corporation, Republic Property
    Limited Partnership and the other parties named therein(2)10
.19

Development Services Rights
    Contribution Agreement, dated as of September 23, 2005, by
    and between Republic Properties Corporation and Republic
    Property Limited Partnership (City Center Project)(2)10
.20

Option Agreement, dated as of
    November 28, 2005, by and between Parcel 47D LLC and
    Republic Property Limited Partnership(3)10
.21

Option Agreement, dated as of
    November 28, 2005, by and among 25 Massachusetts Avenue
    Property LLC, 660 North Capitol Street Property LLC and Republic
    Property Limited Partnership(3)10
.22

Employment Agreement, dated as of
    December 20, 2005, by and between Republic Property Trust
    and Mark R. Keller(6)#10
.23

Employment Agreement, dated as of
    December 20, 2005, by and between Republic Property Trust
    and Steven A. Grigg(6)#10
.24

Employment Agreement, dated as of
    December 20, 2005, by and between Republic Property Trust
    and Gary R. Siegel(6)#10
.25

Amended and Restated Employment
    Agreement, dated as of November 23, 2005, by and between
    Republic Property Trust and Michael J. Green(3)#10
.26

Non-competition Agreement, dated
    as of December 20, 2005, by and between Republic Property
    Trust and Steven A. Grigg(6)#10
.27

Non-competition Agreement, dated
    as of December 20, 2005, by and between Republic Property
    Trust and Richard L. Kramer(6)#10
.28

Non-competition Agreement, dated
    as of December 20, 2005, by and between Republic Property
    Trust and Gary R. Siegel(6)#10
.29

Amended and Restated
    Non-competition Agreement, dated as of November 23, 2005,
    by and between Michael J. Green and Republic Property Trust(3)# 80




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##### 



Exhibit10
.30

Non-competition Agreement, dated
    as of December 20, 2005, by and between Republic Property
    Trust and Republic Properties Corporation(6)10
.31

Republic Property Trust 2005
    Omnibus Long-Term Incentive Plan, effective as of
    December 13, 2005(6)#10
.32

Services Agreement, dated as of
    November 29, 2005, by and among Republic Properties
    Corporation, Richard L. Kramer, Steven A. Grigg and Republic
    Property Limited Partnership(3)10
.33

Republic Property
    Trust Trustees Deferred Compensation Plan, effective as of
    December 14, 2005(6)#10
.34

Form of Restricted Share
    Agreement(3)#10
.35

Republic Property
    Trust Trustees Compensation Policy, effective as of
    December 14, 2005(6)#10
.36

Republic Property Limited
    Partnership Senior Secured Revolving Credit Facility Commitment
    Letter, dated as of March 3, 2006, by and among KeyBank
    National Association and KeyBank Capital Markets.*10
.37

Commitment Letter, dated as of
    October 28, 2005, by and among RKB Washington Property
    Fund I L.P., Presidents Park I LLC, Presidents Park II
    LLC, Presidents Park III LLC and Lehman Brothers Bank FSB(5)10
.38

Amendment to Commitment Letter,
    dated as of December 13, 2005, by and among RKB Washington
    Property Fund I, L.P., Presidents Park I LLC, Presidents
    Park II LLC, Presidents Park III LLC and Lehman
    Brothers Bank FSB(6)10
.39

Fixed Rate Note, dated
    September 23, 2002, made by RKB Pender LLC and payable to
    JPMorgan Chase Bank(6)10
.40

Deed of Trust and Security
    Agreement, dated September 23, 2002, made by RKB Pender for
    the benefit of JPMorgan Chase Bank(6)10
.41

Deed of Trust Note, dated
    June 13, 2003, made by RKB WillowWood LLC and payable to
    Archon Financial, L.P.(6)10
.42

Deed of Trust, Assignment of
    Rents, Security Agreement and Fixture Filing, June 13,
    2003, made by RKB WillowWood LLC for the benefit of Archon
    Financial, L.P.(6)10
.43

Deed of Trust Note, dated
    May 13, 2003, made by RKB Lakeside LLC and payable to
    Archon Financial, L.P.(6)10
.44

Deed of Trust, Assignment of
    Rents, Security Agreement and Fixture Filing, May 13, 2003,
    made by RKB Lakeside LLC for the benefit of Archon Financial,
    L.P.(6)10
.45

Deed of Trust Note, dated
    June 15, 2005, made by RPT 1425 New York Avenue LLC and
    payable to Archon Financial, L.P.(6)10
.46

Deed of Trust, Assignment of
    Rents, Security Agreement and Fixture Filing, dated
    June 15, 2005, made by RPT 1425 New York Avenue LLC for the
    benefit of Archon Financial, L.P.(6)10
.47

Loan Agreement, dated as of
    December 29, 2004, by and among Archon Financial, L.P.,
    Presidents Park I LLC, Presidents Park II LLC and
    Presidents Park III LLC(6)10
.48

Amendment to Loan Agreement, dated
    as of December 20, 2005, by and among Goldman Sachs
    Mortgage Company, Presidents Park I LLC, Presidents Park II
    LLC, Presidents Park III LLC and Republic Property Limited
    Partnership(6)10
.49

Letter Agreement, effective as of
    March 13, 2006, by and among Parcel 47D LLC, Portals
    Interests LLC and Republic Property TRS, LLC(7)10
.50

Purchase and Sale Agreement and
    Escrow Instructions by and between SMII Fairfax LLC and Republic
    Property Limited Partnership, dated as of March 22, 2006(8)21
.1

List of Subsidiaries of Republic
    Property Trust*23
.1

Consent of Ernst & Young
    LLP*31
.1

Section 302 Certification of
    Mark R. Keller, the Registrants Chief Executive Officer,
    dated March 28, 2006.* 81




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##### 



Exhibit31
.2

Section 302 Certification of
    Michael J. Green, the Registrants Chief Financial Officer,
    dated March 28, 2006.*32
.1

Section 906 Certification of
    Mark R. Keller and Michael J. Green, the Registrants Chief
    Executive Officer and the Chief Financial Officer, respectively,
    dated March 28, 2006.*     1)
    
    Previously filed with the
    Form S-11
    filed by the Registrant on September 26, 2005.2)
    
    Previously filed with Amendment No. 1 to the
    Form S-11
    filed by the Registrant on October 31, 2005.3)
    
    Previously filed with Amendment No. 2 to the
    Form S-11
    filed by the Registrant on November 29, 2005.4)
    
    Previously filed with Amendment No. 3 to the
    Form S-11
    filed by the Registrant on December 12, 2005.5)
    
    Previously filed with Amendment No. 5 to the
    Form S-11
    filed by the Registrant on December 14, 2005.6)
    
    Previously filed with the
    Form 8-K
    filed by the Registrant on December 22, 2005.7)
    
    Previously filed with the
    Form 8-K
    filed by the Registrant on March 17, 2006.8)
    
    Previously filed with the
    Form 8-K
    filed by the Registrant on March 24, 2006.*
    
    Filed herewith.#
    
    Represents a management contract or compensation plan, contract
    or arrangement. 82




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##### 



SIGNATURES      By:
    /s/  Mark
    R. Keller   Chief Executive Officer
    Form 10-K
  Date: March 28, 2006

/s/  Mark
    R. KellerMark
    R. KellerChief Executive Officer and Trustee 
    (Principal Executive Officer)Date: March 28, 2006

/s/  Michael
    J. GreenMichael
    J. GreenExecutive Vice President and Chief Financial Officer
    (Principal Financial Officer)Date: March 28, 2006

/s/  Frank
    M. PierucciniFrank
    M. PierucciniSenior Vice President and Chief Accounting Officer
    (Principal Accounting Officer)Date: March 28, 2006

/s/  Richard
    L. KramerRichard
    L. KramerChairman of the Board of TrusteesDate: March 28, 2006

/s/  Steven
    A. GriggSteven
    A. GriggPresident and Vice Chairman of the Board of TrusteesDate: March 28, 2006

/s/  John
    S. ChalstyJohn
    S. ChalstyTrusteeDate: March 28, 2006

/s/  Ronald
    J. KramerRonald
    J. KramerTrusteeDate: March 28, 2006

/s/  Gregory
    H. LeischGregory
    H. LeischTrusteeDate: March 28, 2006

/s/  Ronald
    D. PaulRonald
    D. PaulTrustee  83