##### 



UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2006o

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(State or other
    jurisdiction of
    incorporation or organization)

20-3241867(I.R.S. Employer
    Identification No.)   13861
    Sunrise Valley Drive, Suite 410
    Herndon, VA (Address
    of principal executive offices)
  20171 (Zip
    Code) (703) 880-2900 (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. þ
  Rule 12b-2
  o þ o
  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
  Form 10-K
    
    Our ability to borrow on favorable terms;
    General economic and business conditions, which we believe will,
    among other things, affect office property demand and rents,
    tenant creditworthiness, interest rates and financing
    availability;
    Adverse changes in the real estate markets including, among
    other things, increased competition with other companies;
    Risks related to real estate acquisition and development,
    including, among other things, risks that the development
    projects may not be completed on schedule, that tenants may not
    take occupancy or pay rent or that the development or operating
    costs may be greater than anticipated;
    Our ability to satisfy and operate effectively under federal
    income tax rules relating to real estate investment trusts and
    partnerships;
    Risks associated with the leasing and operation of office
    properties, including risks that we may not be able to lease
    available space at favorable rental rates or in anticipated time
    frames, that tenants will not take occupancy or pay rent in
    accordance with their leases, or that operating costs may be
    greater than anticipated;
    Our ability to pay our distributions at their current rate;
    Governmental actions and initiatives;
    Environmental requirements;
    The impact of potential management changes or disputes with
    members of our management or Board of Trustees;
    Our ability to acquire the option properties; and
    The outcome of any material litigation (including any litigation
    with our former Vice Chairman and President and Chief
    Development Officer or members of our Board of Trustees).




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TABLE OF
    CONTENTS
  Item



PageNo

Description

No.PART I1.


BUSINESS


11A.


RISK
    FACTORS


81B.


UNRESOLVED STAFF
    COMMENTS


282.


PROPERTIES


293.


LEGAL
    PROCEEDINGS


354.


SUBMISSION OF
    MATTERS TO VOTE OF SECURITY HOLDERS


35PART II5.


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


366.


SELECTED
    FINANCIAL DATA


387.


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


407A.


QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


638.


FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA


649.


CHANGES AND
    DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL
    DISCLOSURE


969A.


CONTROLS AND
    PROCEDURES


969B.


OTHER
    INFORMATION


96PART III10.


DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


9611.


EXECUTIVE
    COMPENSATION


9612.


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


9613.


CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE


9714.


PRINCIPAL
    ACCOUNTANT FEES AND SERVICES


97PART IV15.


EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES


97SIGNATURES


101




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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, the 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
     1




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
    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 the 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 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 of the
    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.
    Richard Kramer, the Chairman of our Board, Steven Grigg, a
    trustee, and Mark Keller, our Chief Executive Officer, 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
      2007
    Corporate Strategy
    Leasing and Property Management.
 2




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Acquisitions. and/or
  Option Properties. lease-up
  Property Dispositions.
  2006
    Transactions
  Real
    Estate Acquisitions
    10-year
 3




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##### 



Fee
    Development  Option Properties
      Credit
    Facility
    Recent
    Developments
    10-year
  Leasing
    and Management
   4




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Acquisitions
    10-year
  and/or
  Development
    and Repositioning
     5




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sub-markets.
  Competition
          Insurance
    Regulation
  Environmental Matters.
 6




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##### 



Americans with Disabilities Act.
  Employees
  on-site
  Materials
    Available on Our Website
  1-800-SEC-0330. www.sec.gov
  Form 10-K, Form 10-Q, Form 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; 7




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
    Charter of the Audit Committee;
    Charter of the Compensation Committee; and
    Charter of the Corporate Governance and Nominating Committee.    (703) 880-2900.
  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 organization and structure
  Our
    former Vice Chairman and President and Chief Development Officer
    has sued us for, among other things, breaching his employment
    agreement.
    Messrs.
    Kramer and Grigg have threatened to sue us in connection with
    the Audit Committees independent investigation of the City
    Center Project in West Palm Beach, Florida.
      and/or and/or
 8




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If our
    Board of Trustees and management are unable to convey an
    appropriate tone at the top, our ability to maintain
    effective internal controls and procedures or manage our
    operations effectively may be adversely impacted.
    Messrs.
    Kramer, Grigg, Keller and Siegel, and their affiliates, own
    approximately 7.3%, 1.3%, 1.1% and 2.4%, 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
  Messrs.
    Kramer and Grigg 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 owner
    and lessor of certain of our office space, which give rise to
    various conflicts of interest with us and could harm our
    business.
     9




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
    a development services agreement with respect to Republic Square
    I in which we receive a development fee;
    a management services agreement with respect to Republic Square
    I and Republic Square II, when completed, in which we
    receive a fee equal to 1% of the gross revenues of each property
    and a payment to cover the costs of the corporate and property
    labor and overhead for providing these services;
    a management services agreement with respect to The Portals I
    and II in which we receive 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 these
    services;
    a development services agreement with respect to The
    Portals III in which we receive a fee equal to 3% of the
    remaining development costs;
    a management services agreement with respect to The
    Portals III, (and Portals IV and V, when
    completed), in which we receive 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 these
    services;
    a development services agreement for The Portals IV and V
    in which we receive a fee equal to 3% of the development
    costs; and
    a services agreement in which we provide, on an outsource basis,
    various management, development and administrative services to
    certain properties in which Messrs. Kramer and Grigg have
    direct or indirect interests in which we receive an annual fee
    of approximately $1.1 million.      We may
    pursue less vigorous enforcement of the terms of our agreements
    with members of our senior management and trustees and their
    affiliated entities because of our dependence on them as well as
    conflicts of interest that exist.
   10




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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, 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.
    Our
    Board of Trustees has the power to issue additional shares in a
    manner that may not be in our shareholders best
    interests.
   11




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The
    rights of our shareholders to take action against our trustees
    and officers are limited.
    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 permit 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 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 contain 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- 12




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##### 



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.  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.
     13




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Our
    ability to pay our estimated distributions in 2007 depends upon
    our actual operating results. We may have to borrow funds under
    our line of credit to pay a portion of this distribution, which
    could slow our growth and depress the price of our common
    shares.
   14




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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, insolvency or departure of one or more
    of these tenants could adversely affect the income produced by
    our properties, which may harm our operating
    performance.
      If one
    or more of our tenants with early termination rights terminates
    its 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.
   15




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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 otherwise, or our independent trustees do not
    approve an acquisition of one or more of the option
    properties.
  lease-up
           16




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and/or
     17




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Our
    operating flexibility and ability to sell any of the option
    properties that we may acquire may be economically prohibited by
    certain tax protection obligations.
    Messrs.
    Kramer, Grigg, and Keller, and their affiliates, have
    substantial ownership interests in our three option properties
    and these interests may conflict with our shareholders
    interests.
    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 our right to provide management or development services on
    an outsource basis for The Portals Properties, our cash flows
    and operating results will be negatively impacted.
   18




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and/or
    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.
      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.
  clean-up
 19




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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 which were underperforming at the
    time we acquired them.
  lease-up lease-up
  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.
     20




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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.
    Our
    investment in property development may be more costly and earn
    less revenues than anticipated.
    
    Our actual construction costs for a development project may
    exceed our original budget due to increases in interest rates,
    and costs of materials, labor, leasing commissions or other
    costs, which could make completion of the project less
    profitable because market rents may not increase sufficiently to
    compensate for the increase in construction costs;
    we may be unable to obtain, or face delays in obtaining,
    required zoning, land-use, building, occupancy, and other
    governmental permits and authorizations, which could result in
    increased costs and could require us to abandon our activities
    entirely with respect to a project;
    we may be unable to complete construction
    and/or
    leasing of a property on schedule; and.
    we may lease developed properties at rental rates that are lower
    than the rates projected at the time we decide to undertake the
    development. 21




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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.
    and/or
      
    requiring us to use a substantial portion of our net operating
    income 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 cash flow or ability to borrow more money for
    operations, capital expenditures or to finance acquisitions in
    the future.  Our
    existing mortgage indebtedness contains, and any future mortgage
    indebtedness may contain, covenants that restrict our operating
    and acquisition activities.
   22




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Debt
    incurred under our KeyBank line of credit bears interest at a
    variable rate, which increases our exposure to rising interest
    rates and could increase our interest expense, causing an
    adverse effect to our cash flows and results of
    operations.
    The
    financial and other covenants that are included in our
    $150 million senior secured revolving credit facility 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.
    
    incur indebtedness;
    sell certain of our assets;
    engage in mergers and consolidations;
    acquire businesses or assets;
    make capital expenditures and investments;
    use the proceeds of debt issuances, equity issuances and
    disposals except to repay outstanding indebtedness under these
    facilities; and
    pay distributions or redeem or repurchase common shares.         23




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We
    could become more leveraged in the future because our
    organizational documents contain no limitation on the amount of
    debt we may incur.
  and/or
  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 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.
       24




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Costs
    associated with complying with the Americans with Disabilities
    Act (ADA) 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.
       25




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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.
    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.
   26




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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.
     27




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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.
    Changes
    in taxation of corporate dividends may adversely affect the
    value of our common shares.
    Certain
    property transfers may generate prohibited transaction income,
    resulting in a penalty tax on gain attributable to the
    transaction.
    Item 1B.
    Unresolved
    Staff Comments   28




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Item 2.
    Properties    AnnualizedRent PerNumber of














LeasedBuildings at


Year Built


Net Rentable


Percent


Annualized


SquareOffice Properties

Location

Property


(Renovated)


Square Feet(1)


Leased(2)


Rent(3)


Foot(4)(Dollarsin thousands)Corporate 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



17.46Lakeside I and II

Chantilly, Virginia


2



1989,1999



173,218



93.3
%


3,368



20.85Pender Business Park

Fairfax, Virginia


4



2000



170,940



100.0
%


4,184



24.48Presidents Park I

Herndon, Virginia


1



1999



196,901



84.8
%


4,351



26.07Presidents Park II(5)

Herndon, Virginia


1



2000



199,211



32.7
%


1,822



27.96Presidents Park III

Herndon, Virginia


1



2001



198,755



93.4
%


4,042



21.78The Republic Building

Washington, D.C.


1



1992



276,018



100.0
%


11,538



41.80Republic Park 1-7(6)

Herndon, Virginia


7



1998,1999



349,611



93.1
%


7,323



23.91Republic Park 8(7)

Herndon, Virginia


1



1999



181,154



76.1
%


3,212



25.26WillowWood I(8)

Fairfax, Virginia


1



1988



120,513



98.9
%


3,103



26.74WillowWood II

Fairfax, Virginia


1



1988



124,358



92.0
%


2,840



24.82WillowWood III and IV

Fairfax, Virginia


2



1998



278,979



87.2
%


6,191



25.46Portfolio Total/Weighted Average




24



1997



2,410,543



87.4
%

$
54,616


$
26.33     (1)
    
    Net rentable square feet includes retail and storage space, but
    excludes
    on-site
    parking and rooftop leases.(2)
    
    Includes leases 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 lease agreement, or the most recent amendment to a
    lease agreement, for all leases in place in which tenants are in
    occupancy at December 31, 2006 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. Base rent does not reflect the
    exercise of a renewal or termination option.(4)
    
    Annualized rent per leased square foot represents annualized
    rent as computed above in footnote 3, divided by occupied
    net rentable square feet as of the same date.(5)
    
    Excludes any leased square feet or annualized rent associated
    with a lease to XO Communications, LLC for 104,833 net
    rentable square feet because the lease was executed in February
    2007 and the revenue commences December 2007.(6)
    
    Excludes any annualized rent associated with (i) a lease to
    In2Books, Inc. for 16,665 net rentable square feet because
    the revenue commences January 2007; and (ii) a lease
    amendment to Honeywell International for 2,698 net rentable
    square feet because the revenue commences March 2007.(7)
    
    Excludes any annualized rent associated with a lease to NPD
    Intelect, L.L.C. for 10,683 net rentable square feet
    because the revenue commences March 2007.(8)
    
    Excludes any annualized rent associated with a lease amendment
    to Radiology Business Management Associates for 3,096 net
    rentable square feet because the revenue commences January 2007. 29




---



##### 



Tenant
    Diversification
      Net


Percentage of





Percentage of(Dollars in thousands)






Rentable SF


Total Portfolio





Total PortfolioLease


Under


Net Rentable


Annualized


 AnnualizedTenant/Industry(1)

Property

Expiration(2)


Lease


SF(3)


Rent(4)


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

Republic Building


12/20/2014



250,073



10.4
%

$
10,506



19.2
%GSA  FTS(6)

WillowWood III&IV


5/3/2009



92,992



3.9
%


2,408



4.4
%(Government)

WillowWood I


3/9/2010



23,950



0.9
%


712



1.3
%BAE Systems/DigitalNet(Professional
    Services)

Presidents Park III


10/31/2011



142,646



5.9
%


3,087



5.6
%Cisco Systems, Inc.
    (Professional Services)

Republic Park 1-7


3/31/2016



108,858



4.5
%


2,857



5.2
%Network Solutions
    (Information)

Presidents Park I


12/31/2012



104,860



4.4
%


2,849



5.2
%Zeta Associates(Professional
    Services)

WillowWood III&IV


8/15/2009



115,417



4.8
%


2,837



5.2
%Computer Sciences(7)




12/31/2011



47,670



2.0
%


1,128



2.1
%(Information)

Lakeside I&II


8/31/2008



40,600



1.7
%


749



1.4
%GSA  Dept. of Interior(8)

Corporate Oaks


4/30/2013



60,767



2.5
%


1,243



2.3
%(Government)

Republic Park 8


8/6/2011



13,730



0.6
%


397



0.7
%webMethods, Inc.(Professional
    Services)

Pender Business Park


12/31/2007



61,450



2.5
%


1,614



3.0
%CACI International, Inc.(Professional Services)

Corporate Pointe IV


11/30/2009



80,118



3.3
%


1,399



2.6
%Totals:








1,143,131



47.4
%

$
31,786



58.2
%     (1)
    
    Excludes any leased square feet or annualized rent associated
    with a lease to XO Communications, LLC for 104,833 net
    rentable square feet because the lease was executed in February
    2007 and the revenue commences December 2007.(2)
    
    Assumes the tenant does not exercise any renewal or termination
    options.(3)
    
    Represents net rentable square feet under lease for a tenant
    (including lease or lease amendments that have been executed,
    regardless of whether or not occupancy has commenced) as a
    percentage of total net rentable square feet of our properties.(4)
    
    Annualized rent represents base rent, as determined from the
    date of the lease agreement, or the most recent amendment to a
    lease agreement, for all leases in place in which tenants are in
    occupancy at December 31, 2006 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. Base rent does not reflect the
    exercise of a renewal or termination option.(5)
    
    Represents annualized rent for a tenant as a percentage of total
    annualized rent for our properties.(6)
    
    We have two leases with GSA  Federal Technology
    Services at our WillowWood properties.(7)
    
    We have two leases with Computer Sciences Corp. (f/k/a Datatrac)
    at our Lakeside property.(8)
    
    We have two leases with GSA  Department of Interior.
    One lease is at our Corporate Oaks property and the other is at
    our Republic Park 8 property. 30




---



##### 



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


19



20.9
%


24,425



1.0
%

$
589


$
24.11



1.1
%2,501  10,000(5)


26



28.6
%


121,883



5.0
%


2,929



24.66



5.4
%10,001  20,000(6)(7)


16



17.6
%


233,279



9.7
%


5,107



24.80



9.4
%20,001  40,000(8)


12



13.2
%


315,037



13.1
%


8,489



27.18



15.5
%40,001  100,000


13



14.3
%


690,762



28.7
%


15,366



22.24



28.1
%Greater than
    100,000(9)


5



5.4
%


721,854



29.9
%


22,136



30.67



40.5
%Total


91



100.0
%


2,107,240



87.4
%

$
54,616


$
26.33



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 lease agreement, or the most recent amendment to a
    lease agreement, for all leases in place in which tenants are in
    occupancy at December 31, 2006 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. Base rent does not reflect the
    exercise of a renewal or termination option.(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 Radiology Business Management Associates for 3,096 net
    rentable square feet because the revenue commences January 2007.(6)
    
    Excludes any annualized rent associated with a lease to NPD
    Intelect, L.L.C. for 10,683 net rentable square feet
    because the revenue commences March 2007.(7)
    
    Excludes any annualized rent associated with a lease to
    In2Books, Inc. for 16,665 net rentable square feet because
    the revenue commences January 2007.(8)
    
    Excludes any annualized rent associated with a lease amendment
    to Honeywell International for 2,698 net rentable square
    feet because the revenue commences March 2007.(9)
    
    Excludes any leased square feet or annualized rent associated
    with a lease to XO Communications, LLC for 104,833 net
    rentable square feet because the lease was executed in February
    2007 and the revenue commences December 2007. 31




---



##### 



Lease
    Expiration
    Percentage








Percentage(Dollars in thousands except per square foot amounts)




Net


of Total








of TotalNumber


Rentable SF


Portfolio 








Portfolio 


Expiring


ExpiringYear of Lease

of Leases


of Expiring


Net


Annualized


Annualized


Annualized


Base


BaseExpiration

Expiring


Leases(1)(2)


Rentable SF(3)


Rent(4)


Rent/SF(5)


Rent(6)


Rent(7)


Rent/SF(8)Available






303,303



12.6
%2007


11



93,245



3.9
%

$
2,362


$
25.33



4.3
%

$
2,563


$
27.492008


15



181,871



7.5
%


3,863



21.24



7.1
%


4,315



23.732009(9)


18



468,944



19.5
%


10,760



23.79



19.7
%


11,750



25.982010


16



259,129



10.7
%


6,351



24.51



11.6
%


7,923



30.582011(10)


16



402,564



16.7
%


9,632



24.09



17.6
%


10,470



26.182012(11)


2



115,543



4.8
%


2,850



27.18



5.2
%


3,087



29.442013


4



99,058



4.1
%


2,574



25.98



4.7
%


2,861



28.882014


4



304,976



12.7
%


11,881



38.96



21.8
%


12,065



39.562015


3



69,956



2.9
%


1,485



21.23



2.7
%


1,789



25.572016(12)


2



111,954



4.6
%


2,858



26.25



5.3
%


3,245



29.81Total


91



2,410,543



100.0
%

$
54,616


$
26.33



100.0
%

$
60,068


$
28.96     (1)
    
    Includes retail and storage space, but excludes
    on-site
    parking and rooftop leases.(2)
    
    Excludes any leased square feet or annualized rent associated
    with a lease to XO Communications, LLC for 104,833 net
    rentable square feet because the lease was executed in February
    2007 and the revenue commences December 2007.(3)
    
    Represents net rentable square feet in a particular year as a
    percentage of total net rentable square feet of our properties.(4)
    
    Annualized rent represents base rent, as determined from the
    date of the lease agreement, or the most recent amendment to a
    lease agreement, for all leases in place in which tenants are in
    occupancy at December 31, 2006 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.(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)
    
    Represents annualized rent for a tenant as a percentage of total
    annualized rent for our properties.(7)
    
    Expiring Base Rent represents the monthly base rent payable
    immediately prior to the expiration of the lease multiplied by
    12.(8)
    
    Expiring Base Rent/Square Foot represents expiring base rent
    divided by net rentable square feet under lease.(9)
    
    Excludes any annualized rent associated with a lease to
    In2Books, Inc. for 16,665 net rentable square feet because
    the revenue commences January 2007.  (10)
    
    Excludes any annualized rent associated with a lease amendment
    to Honeywell International for 2,698 net rentable square
    feet because the revenue commences March 2007.(11)
    
    Excludes any annualized rent associated with a lease to NPD
    Intelect, L.L.C. for 10,683 net rentable square feet
    because the revenue commences March 2007. 32




---



##### 



(12)
    
    Excludes any annualized rent associated with a lease amendment
    to Radiology Business Management Associates for 3,096 net
    rentable square feet because the revenue commences January 2007.  Historical
    Percentage Leased and Rental Rate
    In Place Rent Per OccupiedDate

Square Foot(1)(4)December 31, 2006(2)

$26.33December 31, 2005

$25.58December 31, 2004(3)

$22.14December 31, 2003

$22.45December 31, 2002

$20.69   Date

Percent LeasedDecember 31, 2006(2)


87.4
%December 31, 2005


88.2
%December 31, 2004(3)


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 any leased square feet or annualized rent associated
    with any leases executed subsequent to December 31, 2006.(3)
    
    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%.(4)
    
    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.  Recently-Acquired
    Properties
       33




---



##### 



Option
    Properties
    Estimated Rentable


Certificate ofSquare Feet


Substantial


Percent


PercentProperty

Location


Upon Completion


Completion


Leased


OccupiedProperties Under ConstructionThe Portals III


Washington, D.C.



505,000



June 2006



13
%


0
%Republic Square I


Washington, D.C.



385,000



April 2006



46
%


21
%Undeveloped Parcel of LandRepublic Square II


Washington, D.C.



202,000



N/A







N/ATotal






1,092,000    34




---



##### 



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 otherwise, or our independent trustees do not
    approve an acquisition of one or more of the option
    properties .
  Item 3.
    Legal
    Proceedings  Form 8-K
          Item 4.
    Submission
    of Matters to Vote of Security Holders   35




---



##### 



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


Low


DistributionsDecember 31, 2006

$
12.50


$
10.83


$
0.206September 30, 2006

$
11.42


$
9.36


$
0.206June 30, 2006

$
12.80


$
9.56


$
0.206March 31, 2006(1)

$
12.94


$
11.35


$
0.027December 31, 2005

$
12.14


$
12.00


$
     (1)
    
    The amount of this distribution represents a quarterly
    distribution of $0.206 per common share adjusted for the
    period from December 20 (the IPO closing date) through
    December 31, 2005.  Holders
    Distributions
    Securities
    Authorized for Issuance under Equity Compensation
    Plans
  Form S-8 Form S-8
  lock-up
 36




---



##### 



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










2,218,227Equity compensation plans not
    approved by security holders


N/A



N/A



N/ATotal










2,218,227   Performance
    Graph
    
  The performance graph above does not constitute
    soliciting material and will not be deemed
    filed or incorporated by reference into any of our
    filings under the Securities Act of 1933 or the Securities
    Exchange Act of 1934 that might incorporate our SEC filings by
    reference, in whole or in part, notwithstanding anything to the
    contrary set forth in those filings.
  Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers
   37




---



##### 



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


The PredecessorPeriod from


Period from








PeriodDecember 20, 2005


January 1, 2005


Year Ended


EndedYear Ended


through


through


December 31


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

December 31, 2006


December 31, 2005


December 19, 2005


2004


2003


2002Revenue:Rental income

$
58,548


$
1,589


$
33,909


$
26,512


$
13,219


$
1,863Management and development fees


7,404



116















Total operating
    revenue


65,952



1,705



33,909



26,512



13,219



1,863Expenses:Real estate taxes


5,592



152



2,980



1,752



810



121Property operating costs


11,349



277



6,880



4,806



2,037



181Management fees










3,005



2,030



953



130Depreciation and amortization


21,322



579



10,594



7,512



3,355



384Cost of management and development
    fees


5,896



















General and administrative


9,794



6,576



443



667



508



555Management and development
    agreement write-offs


974



3,856















Total operating expenses


54,927



11,440



23,902



16,767



7,663



1,371Operating income (loss)


11,025



(9,735
)


10,007



9,745



5,556



492Other income and expense:Interest income


726



35



173



50



15



4Interest expense


(17,267
)


(3,704
)


(18,273
)


(7,286
)


(3,707
)


(611
)Net (loss) income before minority
    interest


(5,516
)


(13,404
)


(8,093
)


2,509



1,864



(115
)Minority interest


664



1,670















Net (loss) income

$
(4,852
)

$
(11,734
)

$
(8,093
)

$
2,509


$
1,864


$
(115
)Basic and diluted loss per common
    share

$
(0.19
)

$
(0.47
)Cash distributions per common share

$
(0.645
)


Weighted-average common shares
    outstanding Basic and diluted (in millions)


26.0



25.0  38




---



##### 



Balance
    Sheet Data
  The Company


The PredecessorDecember 31,





December 31,(Dollars in thousands)

2006


2005


2004


2003


2002Investments in real estate, net

$
551,752


$
448,604


$
289,836


$
115,660


$
40,070Total assets


596,468



520,397



317,419



125,260



42,974Mortgage notes and loans payable


350,134



231,894



256,250



90,383



31,218Minority interest


25,503



28,080











Shareholders equity and
    partners capital


186,813



197,330



52,615



31,109



10,051  39




---



##### 



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 appearing in Item 8. 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
  self-managed
            Greater
    Washington, D.C. Market Overview
   40




---



##### 



Significant
    2006 Transactions
    
    Acquired three properties totaling approximately
    430,000 square feet for an aggregate purchase price of
    $115.4 million, including transaction costs;
    Acquired the ability to develop additional office and mixed-use
    opportunities on land adjacent to Republic Park 8;
    Secured a $180.0 million construction loan on
    Portals III, an option property, resulting in a $600,000
    financing fee;
    Entered into a three-year $150.0 million line of credit
    with KeyBank, NA;
    Secured a ten-year, $46.4 million fixed rate mortgage loan
    at 6.2% with Lehman Brothers Bank, FSB, collateralized by our
    WillowWood I and II properties;
    Secured a ten-year $100.0 million fixed rate mortgage loan
    at 6.09% with KeyBank, NA, collateralized by our Republic Park
    1-8 properties; 41




---



##### 




    Raised an additional $11.3 million of net proceeds as a
    result of our underwriters exercising a portion of their
    over-allotment option on 1.0 million common shares at
    $12.00 per share; and
    Leased or re-leased 188,000 square feet of space throughout
    our portfolio.  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, 2003Republic Park 1-7


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.
  WillowWood I and II.
  Republic Park 8.
  Critical
    Accounting Policies
   42




---



##### 



Revenue Recognition
      Income Taxes
          Deferred Charges
 43




---



##### 



Investment in Real Estate
  Business
    Combinations.
    Evaluation of Asset Impairment
  Results
    of Operations
   44




---



##### 



Comparison
    of year ended December 31, 2006 to year ended
    December 31, 2005
    Change


ChangeResulting


Resultingfrom


fromDecember 31,


December 31,





Additional


IPO


Remaining(Dollars in thousands)

2006


2005


Variance


Properties


Transactions


VarianceRevenueRental income

$
52,213


$
31,676


$
20,537


$
17,222


$



$
3,315Tenant reimbursements


5,653



3,340



2,313



2,088







225Management and development fees


7,404



116



7,288











7,288Other


682



482



200



69







131Total operating revenue


65,952



35,614



30,338



19,379







10,959ExpensesReal estate taxes


5,592



3,132



2,460



2,074







386Property operations


11,349



7,157



4,192



3,318







874Management fees






3,005



(3,005
)










(3,005
)Depreciation and amortization


21,322



11,173



10,149



8,795







1,354Cost of management and development
    fees


5,896







5,896











5,896General and administrative


9,794



7,019



2,775







(5,662
)


8,437Management and development
    agreement write-offs


974



3,856



(2,882
)






(3,856
)


974Total operating expenses


54,927



35,342



19,585



14,187



(9,518
)


14,916Interest income and expense,
    minority interestInterest income


726



208



518



81







437Interest expense


(17,267
)


(21,977
)


4,710



(7,880
)


3,278



9,312Minority interests


664



1,670



(1,006
)


353



(1,594
)


235Net (loss) income

$
(4,852
)

$
(19,827
)

$
14,975


$
(2,254
)

$
11,202


$
6,027   Revenue
   45




---



##### 




    The remaining variance in rental income is primarily
    attributable to our Presidents Park properties which were
    approximately 44% occupied at January 1, 2005 and
    approximately 70% occupied at December 31, 2006 and
    contributed $3.7 million in increased revenue. The increase
    in tenant reimbursements is also primarily due to the increased
    occupancy at Presidents Park.
    Management and development fees increased due to the fee revenue
    we earned from the various management and development agreements
    contributed by related parties to us in connection with the IPO
    and formation transactions. The Predecessor did not perform
    these management and development services and, as a result, the
    period from January 1, 2005 to December 19, 2005
    contains no revenue from performing these services. Management,
    development and financing fees earned with respect to the
    contributed agreements amounted to $5.2 million. These fees
    consist of $0.6 million in management fees from Portals I
    and II, $1.1 million asset management fees from Portals
    Development Associates, $1.8 million in payroll
    reimbursements for our employees performing these services,
    $1.1 million in development fees from Portals III and
    Republic Square I and $0.6 million in financing fees. On
    December 29, 2006, we received a notice in connection with
    the Portals III and Republic Square I Development
    Agreements, the Portals I and II Management Agreements, and the
    PDA Asset Management Agreement. The notice articulated certain
    purported fee and service level disputes under these agreements
    and we cannot guarantee that these fees will continue. Also
    included in management and development fees are
    $2.2 million of cost reimbursements relating to the second
    quarter of 2006 progress on the West Palm Beach project. The
    costs to which the reimbursements relate are reflected in cost
    of management and development fees.  Expenses
    
    Management agreement write-offs in 2006 are related to the
    impairment of certain management and development service
    agreements contributed to us in connection with the IPO. We
    recorded intangible assets of $1.9 million for these
    contracts in connection with the IPO. During 2006, we recorded
    $0.2 million of management agreement write-off expense
    arising from the professional services agreement with the City
    of West Palm Beach that was terminated during the third quarter
    of 2006. During the fourth quarter of 2006, certain of the
    remaining agreements were determined to be impaired, resulting
    in a fourth quarter impairment charge of $0.8 million. See
    2006 Impairment Charges below. In addition to the impairment
    charges, we recorded $0.7 million of amortization expense
    in 2006. The remaining net book value of the agreements
    contributed to us in connection with the IPO is
    $0.2 million as of December 31, 2006.
    In 2005, as a result of our IPO, we wrote-off $3.9 million
    in management agreements relating to our initial properties. As
    these contracts related to the management of properties we own
    following the completion of the formation transactions and the
    IPO, these management agreements relating to our portfolio do
    not generate any revenue for us on a going-forward basis and
    therefore the contracts do not qualify as assets.
    The increase in depreciation and amortization expense is as a
    result of the amortization of our third-party management and
    development agreements, which amounted to $0.7 million for
    the year ended December 31, 2006, as well as additional
    depreciation from recent tenant improvements at Presidents Park.
    Cost of management and development fees include the costs
    associated with providing services under our management and
    development agreements. Costs related to providing these
    services under our management and development agreements
    amounted to $3.6 million and the remainder of the costs,
    $2.3 million, relates to the second quarter of 2006
    progress on the West Palm Beach project. 46




---



##### 




    Property operating costs increased due to increased occupancy at
    Presidents Park, in addition to higher maintenance, landscaping
    and property management costs at our other properties. Real
    estate taxes increased due to increased tax assessments at
    Presidents Park and Republic Park 1-7.
    General and administrative expenses increased as a result of
    costs related to our first full year of operating as a public
    company. These costs include recruiting fees, salaries and
    payroll taxes associated with the recruitment of new employees;
    costs related to the implementation of our Sarbanes-Oxley
    compliance initiative; and legal fees incurred for corporate
    governance and securities matters. Legal fees were also incurred
    in 2006 as a result of the independent investigation of matters
    arising from our involvement in the West Palm Beach City Center
    Project and the litigation with respect to Steven A.
    Griggs departure from the company. These legal fees
    amounted to $1.4 million in 2006. Further, we incurred
    $0.5 million in costs, which are reflected in general and
    administrative expense, in connection with the termination of
    the line of credit commitment with Lehman Brothers. In 2005, in
    connection with the IPO, we incurred a charge of
    $5.7 million, consisting of $2.8 million in cash
    awards and related payroll taxes and a $2.9 million
    non-cash stock related compensation expense.
    Interest expense decreased primarily due to the payoff of
    $123.8 million of the Predecessors debt with the
    proceeds of the IPO on December 20, 2005. These savings
    were partially offset by interest expense related to borrowings
    on our line of credit for working capital, distribution payments
    and acquisitions as well as the September 29, 2006
    financing of Republic Park 1-8. The change resulting from the
    IPO transaction of $3.3 million was due to costs of
    $2.1 million on the extinguishment of certain subordinated
    debt on Republic Park 1-7, Presidents Park and the Republic
    Building; and costs of $1.2 million associated with the
    assumption of debt for Pender, Lakeside, WillowWood III and IV
    and Corporate Oaks IV, which were each contributed to our
    Operating Partnership. We expect interest expense in subsequent
    periods to increase given higher debt levels primarily due to
    the construction financing on 1129 20th Street, N.W.   47




---



##### 



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 operating revenue


35,614



26,512



9,102



9,170







(68
)ExpensesReal estate taxes


3,132



1,752



1,380



1,340







40Property operations


7,157



4,806



2,351



2,524







(173
)Management fees


3,005



2,030



975



278







697Depreciation and amortization


11,173



7,512



3,661



4,076







(415
)Cost of management and development
    fees






















General and administrative


7,019



667



6,352







5,662



690Management agreement write-offs


3,856







3,856







3,856



Total 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
)   Revenue
  
    The variances in revenue are the result of the above-mentioned
    acquisitions.  Expenses
  
    Management fee expense increased due to increased asset
    management fees paid by our Predecessor related to the
    above-mentioned acquisitions. These fees were terminated on
    December 19, 2005. 48




---



##### 




    General and administrative expenses increased as a result of
    audit fees relating to our 2005 year end audit and
    recruiting fees, salaries and payroll taxes associated with the
    recruitment of new employees in anticipation of the IPO. We also
    incurred as part of our IPO a charge of $5.7 million
    consisting of $2.8 million in cash awards and related
    payroll taxes and a $2.9 million non-cash stock related
    compensation expense.
    In connection with our IPO, we wrote-off $3.9 million in
    management agreements relating to our initial properties. As
    these contracts relate to the management of properties we own
    following the completion of the formation transactions and the
    IPO, these management agreements relating to our portfolio did
    not generate any revenue for us on a going-forward basis and
    therefore the contracts do not qualify as assets.
    Interest expense increased more than rental income during the
    twelve months ended December 31, 2005, as compared to 2004,
    due primarily to our leveraged acquisition of Presidents Park I
    and II in December 2004, which had an occupancy rate of only
    approximately 20.3% at the time of acquisition. Concurrently
    with the closing of our IPO, we incurred costs of
    $2.1 million on the extinguishment of certain subordinated
    debt on the Republic Park 1-7, Presidents Park I, II
    and III and Republic Building properties, and we also incurred
    costs of $1.2 million associated with the assumption of
    debt for Pender, Lakeside, WillowWood III and IV and Corporate
    Oaks IV, which were contributed to our Operating Partnership.    Liquidity
    and Capital Resources
  December 31,


December 31,


December 31,(Dollars in thousands)

2006


2005


2004Net (loss) income

$
(4,852
)

$
(19,827
)

$
2,509Net cash provided by (used in)
    operating activities


22,880



(13,570
)


10,600Net cash used in investing
    activities


(130,055
)


(1,971
)


(181,258
)Net cash provided by financing
    activities


91,004



36,593



170,923Cash and cash equivalents at end
    of period


6,956



23,127



2,075      49




---



##### 



Comparison
    of year ended December 31, 2006 to year ended
    December 31, 2005
          Comparison
    of year ended December 31, 2005 to year ended
    December 31, 2004
          Short-Term
    Liquidity Requirements
    
    capital expenditures necessary to properly maintain our
    properties; 50




---



##### 




    capital expenditures incurred to facilitate the leasing of space
    at our properties, including tenant improvements and leasing
    commissions;
    interest expense and scheduled principal payments on outstanding
    indebtedness; and
    future distributions paid to our shareholders and unitholders.                 51




---



##### 



Long-Term
    Liquidity Requirements
      and/or
  Off-Balance
    Sheet Arrangements
  Regulation S-K,
  Indebtedness
    Outstanding
      AnnualInterest


Principal


Debt


Maturity


Balance at(Dollars in thousands)

Rate(1)


Amount


Service(2)


Date(3)


MaturityCorporate Pointe IV


7.3
%

$
9,353


$
815



5/2011


$
8,740Pender Business Park


5.8
%


20,330



1,514



10/2009



19,386Lakeside I and II


4.6
%


19,500



909



6/2008



19,500WillowWood III and IV


4.5
%


40,000



1,825



6/2008



40,000Corporate Oaks


6.0
%


6,472



529



1/2014



5,211Republic Building (4)


5.7
%


103,079



5,523



7/2012



105,770Republic Park 1-8(5)


6.1
%


100,000



6,175



10/2016



96,551WillowWood I and II


6.2
%


46,400



2,917



6/2016



46,400Line of Credit


6.9
%


5,000



351



5/2009



5,000Total Debt





$
350,134


$
20,558






$
346,558    52




---



##### 



(1)
    The weighted-average interest rate of our debt is 5.7%.(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 a
    $3.1 million discount, reflecting an estimated 5.7% market
    interest rate.(5)
    The Republic Park 1-8 loan is interest-only for the first seven
    years and amortizes based on a
    30-year
    amortization schedule thereafter for the remaining three years.
    The annual debt service of $6.2 million reflects only the
    interest portion of the debt service.  Line
    of Credit
      
    The outstanding principal balance under the line of credit
    cannot exceed 65% of the sum of appraised values of each of the
    mortgaged properties (i.e.,Presidents
    Park I, II and III). From May 1, 2006 to
    September 29, 2006, borrowings under the facility were also
    secured by our Republic Park 1-7 property. This property was
    released as collateral in connection with the September 2006
    closing of the Republic Park loan.
    Corporate leverage ratio cannot exceed 70%;
    The ratio of adjusted consolidated EBITDA to consolidated fixed
    charges cannot be less than 1.45 to 1.00 for the sum of the two
    most recently ended calendar quarters; and
    Our consolidated tangible net worth cannot be less than the sum
    of $190 million plus 75% of the sum of (a) net
    offering proceeds derived from equity offerings (excluding the
    initial public offering) plus (b) the value of operating
    partnership units or common shares issued upon contribution of
    assets to our operating partnership.       53




---



##### 



Construction
    loan for 1129 20th Street NW,
    Washington, D.C.
        
    A perfected first priority lien on the (i) real and
    personal property at the property and (ii) any improvements
    situated on the property;
    A perfected first priority assignment of all leases and rents at
    the property; 54




---



##### 




    A perfected first priority assignment of all development and
    management contracts and agreements;
    A perfected first priority assignment of all construction and
    architecture documents;
    Indemnity agreements that indemnify KeyBank with respect to
    (i) violations of the Employee Retirement Income Security
    Act of 1974, as amended, and (ii) hazardous substances and
    environmental laws.    Contractual
    Obligations
    (Dollars in thousands)SubsequentContractual Obligations

Total


2007


2008-2009


2010-2011


to 2011Long-term debt(1)

$
484,354


$
20,557


$
120,076


$
40,100


$
303,621Redevelopment and tenant-related
    capital(2)

$
2,916


$
2,916


$



$



$
Operating leases(3)

$
41


$
41


$



$



$
     (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, 2006.(2)
    
    These amounts reflect obligations on executed contracts and
    executed leases in place as of December 31, 2006, excluding
    those amounts for which escrowed funds are held by lender. These
    amounts exclude approximately $9.2 million of tenant
    related capital associated with the XO Communications lease
    since it was not executed until 2007.(3)
    
    We have entered into a one-year lease for office space at The
    Portals I. The lease term expired in December 2006, but provided
    us with three six-month extensions. The lease requires monthly
    payments of $6,837.  Management
    and Development Agreements with Related Parties
    Related
    Party Transactions
  Option Properties
 55




---



##### 



Description
    of Related Party Agreements
  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. Each agreement has a
    one year term expiring December 15, with automatic renewal
    unless either party gives notice 90 days prior to December
    15;
    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. These agreements are terminable upon 30 days
    written notice to the other party;
    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. This agreement is terminable
    upon a change of control, as that term is defined in the
    associated contribution agreement;
    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. These agreements are
    terminable upon 30 days written notice to the other
    party; 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. This
    agreement has a one year term 56




---



##### 



expiring December 15, with automatic renewal unless either
    party gives notice 90 days prior to December 15.    
    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
        2006
    Impairment Charges
    City Center in West Palm Beach  Professional
    Services Agreement
 57




---



##### 



EITF 99-19 01-14,
  Republic Square II and Portals IV and V Development
    Agreements
      Portals III and Republic Square I Development
    Agreements, Portals I and II Management Agreements and PDA Asset
    Management Agreement
       58




---



##### 



Related
    Party 2006 Transactions
    2006


BalanceRevenue


Receivable at December 31,Recognized


2006Portals I Management Fees

$
227


$
39Portals II Management Fees


313



58PDA Asset Management Fees


1,100



92Republic Square I Management Fees


15



2Republic Square I Development
    Fees(1)


596



197Portals III Development Fees


519



76Portals III Financing Fee


600



Other


7



3Total

$
3,377


$
467     (1)
    
    At December 31, 2006 amounts contractually due but unpaid
    were $197,000; however, none of these amounts have been
    recognized in income through December 31, 2006 due to the
    application of percentage of completion accounting. Of the
    $467,000 receivable balance, $290,000 was received in January
    2007.      Independent
    Investigation
     59




---



##### 



Form 8-K
  
    We have no further involvement in the Project;
    Republic WPB LLC, a subsidiary of our operating partnership,
    conveyed all of its rights under the PSA, and the CRA accepted
    all of such rights and assumed all of our obligations and
    liabilities under such agreement;
    We and the CRA expressly and unconditionally released each other
    from any and all claims, demands, suits, or causes of actions,
    of any kind or nature relating to the Project, including, but
    not limited to, those arising out of or related to the PSA; and
    We agreed to execute mutual releases with each of our architect,
    general contractor and certain of our subcontractors.     60




---



##### 



and/or
         61




---



##### 



Litigation
  Form 8-K
          Inflation
   62




---



##### 



Recently
    Issued Accounting Standards
  Accounting for Uncertainty
    in Income Taxes
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Market
    Risk Related to Debt
         63




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  Form 10-K
  Managements
    report on Internal Control over Financial Reporting


65Reports of
    Independent Registered Public Accounting Firm


66Consolidated
    Balance Sheets as of December 31, 2006 and 2005


68Consolidated
    Statements of Operations of the Company for the year ended
    December 31, 2006 and the period from December 20,
    2005 through December 31, 2005 and of the Predecessor for
    the period from January 1, 2005 through December 19,
    2005 and for the year ended December 31, 2004


69Consolidated
    Statements of Shareholders Equity and Partners
    Capital of the Company for the year ended December 31, 2006
    and for the period from December 20, 2005 through
    December 31, 2005 and of the Predecessor for the period
    from January 1, 2005 through December 19, 2005 and for
    the year ended December 31, 2004


70Consolidated
    Statements of Cash Flows of the Company for the year ended
    December 31, 2006 and for the period from December 20,
    2005 through December 31, 2005 and of the Predecessor for
    the period from January 1, 2005 through December 19,
    2005 and for the year ended December 31, 2004


71Notes to
    Consolidated Financial Statements


72Supplemental
    Schedule  Schedule III  Real Estate
    and Accumulated Depreciation


95  64




---



##### 



Managements
    Report on Internal Control over
    Financial Reporting           65




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    ON INTERNAL CONTROL OVER FINANCIAL REPORTING                 
    66




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             
    67




---



##### 



Republic
    Property Trust (The Company) and RKB Washington Property
    Fund I L.P.
    (The Predecessor)Consolidated Balance Sheets
    As of December 31, 2006 and 2005
  (Dollars in thousands except share data)

2006


2005ASSETSInvestment in real estate:Land

$
102,100


$
83,600Commercial office buildings and
    improvements


483,287



384,490585,387



468,090Less: accumulated depreciation and
    amortization


(33,635
)


(19,486
)551,752



448,604Cash and cash equivalents


6,956



23,127Marketable securities






10,004Restricted cash


6,745



9,386Rents and other receivables


7,630



5,301Prepaid expenses and other assets


23,385



23,975Total assets

$
596,468


$
520,397LIABILITIES AND
    SHAREHOLDERS EQUITYLiabilities:Mortgage notes payable

$
345,134


$
231,894Line of credit payable


5,000



Intangible lease liabilities


20,789



20,886Taxes payable


186



16,604Accounts payable and accrued
    liabilities


9,149



15,127Acquisition payables






7,204Tenant security deposits


2,501



2,267Advance rents


1,393



1,005Total liabilities


384,152



294,987Minority interest 
    operating partnership


25,503



28,080Shareholders Equity:Preferred stock, par value $0.01,
    40 million shares authorized, none issued and outstanding
    in 2006 and 2005






Common stock, par value $0.01,
    200 million shares authorized, 26.1 million and
    25.0 million shares issued and outstanding in 2006 and
    2005, respectively


261



250Additional paid-in capital


219,947



208,814Accumulated deficit


(33,395
)


(11,734
)Total Shareholders Equity


186,813



197,330Total Liabilities and
    Shareholders Equity

$
596,468


$
520,397    68




---



##### 



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, 2006, 2005 and
    2004
  The Company


The PredecessorPeriod from


Period fromYear Ended


December 20, 2005


January 1, 2005


Year EndedDecember 31,


through December 31,


through December 19,


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

2006


2005


2005


2004Revenue:Rental income

$
58,548


$
1,589


$
33,909


$
26,512Management and development fees


7,404



116







Total operating revenue


65,952



1,705



33,909



26,512Expenses:Real estate taxes


5,592



152



2,980



1,752Property operating costs


11,349



277



6,880



4,806Management fees










3,005



2,030Depreciation and amortization


21,322



579



10,594



7,512Cost of management and development
    fees


5,896











General and administrative


9,794



6,576



443



667Management and development
    agreement write- offs


974



3,856







Total operating expenses


54,927



11,440



23,902



16,767Operating income (loss)


11,025



(9,735
)


10,007



9,745Other income and expense:Interest income


726



35



173



50Interest expense


(17,267
)


(3,704
)


(18,273
)


(7,286
)Total other income and expense


(16,541
)


(3,669
)


(18,100
)


(7,236
)(Loss) income before minority
    interest


(5,516
)


(13,404
)


(8,093
)


2,509Minority interest


664



1,670







Net (loss) income

$
(4,852
)

$
(11,734
)

$
(8,093
)

$
2,509Basic and diluted loss per common
    share

$
(0.19
)

$
(0.47
)Weighted-average common shares
    outstanding basic and diluted (in millions)


26.0



25.0    69




---



##### 



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, 2006, 2005 and
    2004
  AdditionalCommon Shares


Paid-in


Accumulated


Partners(Dollars in thousands except share data)

Number


Amount


Capital


Deficit


Capital


TotalTHE PREDECESSORBalance at January 1, 2004

$



$



$



$



$
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
)






197,330Net proceeds from sale of common
    shares


1,021,200



10



11,299











11,309Issuance of restricted shares, net


37,858



1



217











218Adjustment to minority interest in
    Operating Partnership










(383
)










(383
)Dividend distributions














(16,809
)






(16,809
)Net loss














(4,852
)






(4,852
)Balance at December 31, 2006


26,076,582


$
261


$
219,947


$
(33,395
)

$



$
186,813    70




---



##### 



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, 2006, 2005 and
    2004
  The Company


The PredecessorPeriod from


Period fromYear Ended


December 20, 2005


January 1, 2005


Year EndedDecember 31,


through December 31,


through December 19,


December 31,(Dollars in thousands)

2006


2005


2005


2004Operating activities:Net (loss) income

$
(4,852
)

$
(11,734
)

$
(8,093
)

$
2,509Adjustments to reconcile net (loss)
    income to net cash provided by (used in) operating activities:Minority interest


(664
)


(1,670
)






Stock awards


218



2,927







Management and development
    agreement write-offs


974



3,856







Depreciation and amortization


21,322



579



10,594



7,512Amortization of net lease
    intangibles


(1,750
)


(45
)


597



(180
)Amortization of loan costs


607



461



2,179



550Other


404



13







Changes in operating assets and
    liabilities:Marketable securities


10,004



(10,004
)






Rents and other receivables


(2,329
)


(240
)


(1,769
)


(785
)Prepaid expenses and other assets


(1,611
)


214



(2,383
)


(468
)Accounts payable and accrued
    expenses


(65
)


663



47



511Advance rents


388



(303
)


360



496Tenant security deposits


234







181



455Net cash provided by (used in)
    operating activities


22,880



(15,283
)


1,713



10,600Investing
    activitiesAcquisition of real estate and
    intangibles


(123,339
)










(180,212
)Net cash from acquisitions






53







Capital expenditures for building
    and improvements


(6,716
)






(2,024
)


(1,046
)Net cash (used in) provided by
    investing activities


(130,055
)


53



(2,024
)


(181,258
)Financing activitiesNet proceeds from sale of common
    stock


11,309



223,200







Payment of offering costs


(3,931
)


(3,152
)






Taxes paid on behalf of Predecessor


(15,668
)










Initial capitalization






2







Payment for Predecessor interests






(31,435
)






Proceeds from issuance of debt


146,400







3,319



159,500Line of credit, net


5,000











Principal repayments of debt


(33,564
)


(155,026
)


(6,553
)


(413
)Payments of financing costs


(2,078
)






(720
)


(2,816
)Decrease (increase) in restricted
    cash


2,641



1,809



1,291



(4,345
)Contributions from partners










12,732



27,090Equity placement fees














(581
)Distributions paid to shareholders


(16,809
)










Distributions paid to unitholders


(2,296
)










Distributions to partners










(8,874
)


(7,512
)Net cash provided by financing
    activities


91,004



35,398



1,195



170,923Net (decrease) increase in cash and
    cash equivalents


(16,171
)


20,168



884



265Cash and cash equivalents at
    beginning of period


23,127



2,959



2,075



1,810Cash and cash equivalents at end of
    period

$
6,956


$
23,127


$
2,959


$
2,075Supplemental disclosure of cash
    flow informationCash paid during the period for
    interest

$
15,665


$
354


$
15,820


$
6,360    71




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)Notes to Consolidated Financial StatementsFor the Years Ended December 31, 2006, 2005 and
    2004
  1.
    Organization
    and description of business            non-U.S. investors
   72




---



##### 



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.
   73




---



##### 



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

2006


2005Tenant Origination Costs

$
27,020


$
20,453Leasing Commissions

$
8,987


$
8,911Net Lease Intangible Assets

$
4,394


$
5,258Net Lease Intangible Liabilities

$
(20,789
)

$
(20,886
)     property-by-property
  Deferred Charges
  Revenue Recognition
 74




---



##### 



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
       75




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
     Earnings per Share
  Profits, Losses, and Distributions
  Distributions
  Cash, Cash Equivalents and Marketable
    Securities
  Restricted Cash
  Reclassification
  Effects of Recently Issued Accounting
    Standards Accounting for Uncertainty in Income Taxes
  Comprehensive Income (Loss)
  3.
    Property
    Acquisitions   76




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
   10-year,
                In-PlaceRentable








Lease





TotalSquare





Building and


Components,





AcquisitionFeet


Land


Improvements


Net


Other(a)


Cost(unaudited
)May 2006

WillowWood I and II


244,871


$
11,000


$
47,933


$
7,849


$



$
66,782September 2006

Republic Park 8


181,154



7,500



37,178



3,925







48,603Total 2006


426,025


$
18,500


$
85,111


$
11,774


$



$
115,385December 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

Republic Park 1-7


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


$



$
186,992     (a)
    
    Other consists of non-real estate assets net of liabilities. 77




---



##### 



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)

2006


2005


2004Tenant Origination Costs

$
12,394


$
12,744


$
7,570Leasing Commissions


1,898



5,251



3,116Intangible lease  assets


436



18



6,091Intangible lease 
    liabilities


(2,954
)


(18,290
)


(1,799
)$
11,774


$
(277
)

$
14,978     Year Ended December 31(Dollars in thousands)

2006


2005Revenue

$
70,539


$
44,616Net loss

$
(8,250
)

$
(26,040
)Loss per share

$
(0.32
)

$
(0.47
)     4.
    Intangible
    Lease Assets and Liabilities  Business
    Combination
   78




---



##### 



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


Intangibles2007

$
(1,846
)

$
2,2162008


(1,701
)


2,1492009


(1,448
)


2,1632010


(1,162
)


1,8592011


(887
)


1,670Thereafter


(1,943
)


6,338Total

$
(8,987
)

$
16,395   5.
    Leases      (Dollars in thousands)2007

$
55,9162008


53,5562009


46,6452010


37,1002011


26,996Thereafter


64,293$
284,506   6.
    Related
    Party Transactions  Predecessor
     79




---



##### 



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 Agreements with Related Parties
    Description
    of Related Party Agreements
  Contribution of Management and Development Services by
    Republic Properties Corporation
   80




---



##### 



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. Each agreement has a
    one year term expiring December 15, with automatic renewal
    unless either party gives notice 90 days prior to December
    15;
    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. These agreements are terminable upon 30 days
    written notice to the other party;
    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. This agreement is terminable
    upon a change of control, as that term is defined in the
    associated contribution agreement;
    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. These agreements are
    terminable upon 30 days written notice to the other
    party; 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. This
    agreement has a one year term expiring December 15, with
    automatic renewal unless either party gives notice 90 days
    prior to December 15.    
    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. 81




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
     Consideration
    paid for agreements
        2006
    Impairment Charges
    City Centre in West Palm Beach  Professional
    Services Agreement
  EITF 99-19 01-14,
 82




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
    Republic Square II and Portals IV and V Development
    Agreements
      Portals III and Republic Square I Development Agreement,
    Portals I and II Management Agreement and PDA Asset Management
    Agreement. 
       83




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
     Related
    Party 2006 Transactions
    Balance2006


Receivable atRevenue


December 31,Recognized


2006Portals I Management Fees

$
227


$
39Portals II Management Fees


313



58PDA Asset Management Fees


1,100



92Republic Square I 
    Management Fees


15



2Republic Square I 
    Development Fees(1)


596



197Portals III Development Fees


519



76Portals III Financing Fee


600



Other


7



3Total

$
3,377


$
467     (1)
    
    At December 31, 2006 amounts contractually due but unpaid
    were $197,000; however, none of these amounts have been
    recognized in income through December 31, 2006 due to the
    application of percentage of completion accounting. Of the
    $467,000 receivable balance, $290,000 was received in January
    2007.      Office
    Space at The Portals I
   84




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
   7.
    Debt on
    Real Estate Investments           85




---



##### 



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)

2006


2005Republic Building, 5.68% (market
    rate), matures July 2012

$
103,079


$
102,674Republic Park, 6.09%, matures
    October 2016


100,000



WillowWood Plaza I and II, 6.2%,
    matures June 2016


46,400



WillowWood Plaza III and IV,
    4.50%, matures June 2008


40,000



40,000Presidents Park, paid in full May
    2006






33,000Lakeside I and II, 4.60%, matures
    June 2008


19,500



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


20,330



20,638Corporate Pointe IV, 7.29%,
    matures May 2011


9,353



9,472Corporate Oaks, 5.99%, matures
    January 2014


6,472



6,610Line of Credit, 6.925%
    (December 31, 2006 rate), matures May 2009


5,000



Total

$
350,134


$
231,894  86




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
    (Dollars in thousands)2007

$
6002008


60,1332009


24,9712010


3332011


8,968Thereafter


257,820Gross principal payments


352,825Debt discounts


(2,691
)Total principal payments

$
350,134   8.
    Minority
    Interest    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.  87




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
  2006


2005(Dollars in thousands)

Carrying Value


Fair Value


Carrying Value


Fair ValueMortgage notes payable

$
350,134


$
351,971


$
231,894


$
232,084   10.
    Partners
    Capital        11.
    Employee
    Benefit Plan    12.
    Stockholders
    Equity       88




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
   13.
    Earnings
    Per Share    14.
    Stock
    Option and Incentive Plan        15.
    Taxes
    Payable     89




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
    16.
    Independent
    Investigation                  
    We have no further involvement in the Project;
    Republic WPB LLC, a subsidiary of our operating partnership,
    conveyed all of its rights under the PSA, and the CRA accepted
    all of such rights and assumed all of our obligations and
    liabilities under such agreement;
    We and the CRA expressly and unconditionally released each other
    from any and all claims, demands, suits, or causes of actions,
    of any kind or nature relating to the Project, including, but
    not limited to, those arising out of or related to the
    PSA; and
    We agreed to execute mutual releases with each of our architect,
    general contractor and certain of our subcontractors. 90




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
   and/or
       91




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
      17.
    Commitments
    and Contingencies  Legal
    Matters
  Form 8-K
     92




---



##### 



Republic
    Property Trust (The Company) and
    RKB Washington Property Fund I L.P. (The Predecessor)
    Notes to Consolidated Financial
    Statements  (Continued)
        18.
    Subsequent
    Events          10-year
 93




---



##### 



19.
    Selected
    Quarterly Financial Data (unaudited)    (Dollars in thousands)

Three Months Ended,2006

December 31(a)


September 30


June 30


March 31Revenues

$
17,088


$
16,376


$
17,801


$
14,687(Loss) income before minority
    interest

$
(3,554
)

$
(1,829
)

$
(202
)

$
69Net (loss) income

$
(3,126
)

$
(1,609
)

$
(178
)

$
61(Loss) earnings per share

$
(0.12
)

$
(0.06
)

$
(0.01
)

$
0.00   (a)
    The following are significant expenses incurred during the three
    months ended December 31, 2006:  (1)
    Write-off of management and development agreements totaling
    $793,000 as a result of the impairment of certain agreements.  (Dollars in thousands)

Three Months Ended,2005

December 31(a)


September 30


June 30


March 31Revenues

$
9,204


$
8,900


$
8,819


$
8,691Loss before minority interest

$
(16,050
)

$
(1,964
)

$
(1,789
)

$
(1,694
)Net loss

$
(14,380
)

$
(1,964
)

$
(1,789
)

$
(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.(2)
    Write-off of management agreements totaling $3.9 million.(3)
    Debt assumption costs totaling $1.2 million are included in
    interest expense.(4)
    Debt extinguishment costs totaling $2.1 million are
    included in interest expense.    94




---



##### 



SCHEDULE III
  CONSOLIDATED
    REAL ESTATE AND ACCUMULATED DEPRECIATION
  Cost Capitalized











AccumulatedSubsequent to


Gross Carry Amount


Depreciation(Dollars in thousands)




Initial Cost


Acquisition(1)


At December 31, 2006


atBuilding &





Building &





Building &





December 31,


Year Built/


YearName

Encumbrances


Land


Improvements


Land


Improvements


Land


Improvements


Total


2006


Renovated


AcquiredCommercial PropertiesCorporate Pointe IV

$
9,353


$
1,932


$
10,477


$



$



$
1,932


$
10,477


$
12,409


$
1,279



1998



2002Pender Business Park


20,330



8,569



19,423


$




699



8,569



20,122



28,691



3,650



2000



2002Lakeside I and II


19,500



3,460



21,649


$




818



3,460



22,467



25,927



2,588



1989/1999



2003WillowWood I and II


46,400



11,000



55,723


$




273



11,000



55,996



66,996



2,245



1988



2006WillowWood III and IV


40,000



5,586



47,425


$




(311
)


5,586



47,114



52,700



5,581



1998



2003Republic Park 1-7


66,000



8,114



52,497


$




(1,057
)


8,114



51,440



59,554



5,105



1998/1999



2004Republic Park 8


34,000



7,500



41,782


$




55



7,500



41,837



49,337



673



1999



2006Corporate Oaks


6,472



1,924



8,192


$




15



1,924



8,207



10,131



750



1986/1999



20041999/2000/Presidents Park






17,015



91,843


$




3,849



17,015



95,692



112,707



6,780



2001



2004Republic Building


103,079



37,000



127,677


$




2,216



37,000



129,893



166,893



4,942



1992



2005Corporate fixed assets













$




42







42



42



42







2005Grand Total

$
345,134


$
102,100


$
476,688


$



$
6,599


$
102,100


$
483,287


$
585,387


$
33,635     (1)
    Costs of disposals of property are reflected as a reduction to
    cost capitalized subsequent to acquisition.    (Dollars in thousands)

2006


2005


2004Real Estate AssetsBalance, beginning of period

$
468,090


$
299,499


$
118,869Additions  property
    acquisitions


116,005



164,677



179,584 improvements*


5,225



3,914



1,046Disposals


(3,933
)






Balance, end of period

$
585,387


$
468,090


$
299,499Accumulated DepreciationBalance, beginning of period

$
19,486


$
9,663


$
3,209Additions  depreciation


18,082



9,823



6,454Disposals


(3,933
)






Balance, end of period

$
33,635


$
19,486


$
9,663     *
    
    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  95




---



##### 



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)
  Form 10-K
  Changes
    in Internal Control Over Financial Reporting
  Rule 13a-15(f) Rule 13a-15(d)
  Item 9B.
    Other
    Information    PART III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters   96




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##### 



Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   PART IV  Item 15.
    Exhibits
    and 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)10
.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) 97




---



##### 



Exhibit10
.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)#10
.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)# 98




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##### 



Exhibit10
.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(9)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)10
.51

Professional Services Agreement,
    effective as of October 26, 2004, by and between West Palm
    Beach Community Redevelopment Agency and Republic 
    WPB Corp(10)10
.52

Amendment No. 1 to
    Professional Services Agreement, effective as of March 28,
    2005, by and between West Palm Beach Community Redevelopment
    Agency and Republic  WPB Corp(10)10
.53

Amendment No. 2 to
    Professional Services Agreement, effective as of March 29,
    2006, by and between West Palm Beach Community Redevelopment
    Agency and Republic  WPB Corp(10)10
.54

Amendment to Republic Property
    Trust Non-Employee Trustees Compensation Policy, effective as of
    January 1, 2006(10)#10
.55

Senior Secured Revolving Credit
    Agreement, dated as of May 1, 2006, by and among Republic
    Property Limited Partnership, as borrower, and Republic Property
    Trust, as guarantor, and KeyBank National Association, and other
    lenders which are parties to the Agreement, and KeyBank National
    Association, as agent, and KeyBanc Capital Markets, as sole lead
    arranger and sole book manager(10)10
.56

Loan Agreement between RPB
    WillowWood I, LLC and RPB WillowWood II, LLC and
    Lehman Brothers Bank, FSB, dated May 24, 2006(11)10
.57

Purchase and Sale Agreement
    between Dulles Park Tech LLC, as seller, and Republic Property
    Limited Partnership, as purchaser, for the property located at
    Dulles Park Technology Center, Fairfax County, Virginia, dated
    July 31, 2006(11)10
.58

First Amendment to Senior Secured
    Revolving Credit Agreement, dated September 27, 2006(12)10
.59

Deed of Trust, Assignment of
    Leases and Rents, Security Agreement, and Fixture Filing for
    Republic Park LLC, dated September 29, 2006(12)10
.60

Promissory Note between KeyBank
    National Association and Republic Park LLC, dated
    September 29, 2006(12) 99




---



##### 



Exhibit10
.61

Purchase and Sale Agreement
    between 1129 20th Street NY Owner LLC, as seller, and
    Republic 20th Street LLC, a wholly owned subsidiary of
    Republic Property Limited Partnership, as purchaser, for the
    property located at 1129 20th Street, N.W.,
    Washington, D.C., dated January 18, 2007(13)10
.62

Construction Loan Agreement for a
    loan in the amount of $74,000,000 made by and between Republic
    20th Street LLC and KeyBank N.A. and KeyBanc Capital
    Markets, dated as of February 16, 2007*10
.63

Deed of Trust, Assignment of
    Leases and Rents, Security Agreement and Fixture Filing by
    Republic 20th Street LLC for the benefit of KeyBank N.A.,
    dated as of February 16, 2007*10
.64

Guaranty of Republic Property
    Limited Partnership and Republic Property Trust for the benefit
    of KeyBank N.A., dated as of February 16, 2007*14
.1

Code of Business Conduct and
    Ethics, modified as of February 28, 2007(14)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 14, 2007*31
.2

Section 302 Certification of
    Michael J. Green, the Registrants Chief Financial Officer,
    dated March 14, 2007*32
.1

Section 906 Certification of
    Mark R. Keller and Michael J. Green, the Registrants Chief
    Executive Officer and Chief Financial Officer, respectively,
    dated March 14, 2007*     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, 2006.9)
    
    Previously filed with the
    Form 10-K
    for the year ended December 31, 2006, filed by the
    Registrant on March 28, 2006.10)
    
    Previously filed with the
    Form 10-Q
    for the quarter ended March 31, 2006, filed by the
    Registrant on May 12, 2006.11)
    
    Previously filed with the
    Form 10-Q
    for the quarter ended June 30, 2006, filed by the
    Registrant on August 10, 2006.12)
    
    Previously filed with the
    Form 10-Q
    for the quarter ended September 30, 2006, filed by the
    Registrant on November 7, 2006.13)
    
    Previously filed with the
    Form 8-K
    filed by the Registrant on January 24, 2007.14)
    
    Previously filed with the
    Form 8-K
    filed by the Registrant on March 6, 2007.*
    
    Filed herewith.#
    
    Represents a management contract or compensation plan, contract
    or arrangement. 100




---



##### 



SIGNATURES
      By:
    /s/  Mark
    R. Keller   Chief Executive Officer
   Form 10-K
  Date: March 14, 2007

/s/  Mark
    R. KellerMark
    R. Keller Chief Executive Officer and Trustee
    (Principal Executive Officer)Date: March 14, 2007

/s/  Michael
    J. GreenMichael
    J. GreenExecutive Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)Date:

Richard
    L. Kramer Chairman of the Board of TrusteesDate: March 14, 2007

/s/  John
    S. ChalstyJohn
    S. ChalstyTrusteeDate:

Steven
    A. Grigg TrusteeDate: March 14, 2007

/s/  Ronald
    J. KramerRonald
    J. KramerTrusteeDate: March 14, 2007

/s/  Gregory
    H. LeischGregory
    H. LeischTrusteeDate: March 14, 2007

/s/  Ronald
    D. PaulRonald
    D. PaulTrustee  101