##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 1-32699
 REPUBLIC PROPERTY TRUST
  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
 None
  þ o
  o þ o
  o þ
  Class
    
    Outstanding at April 27, 2007Common Shares of beneficial interest,
$0.01 par value per share
    
    26,087,199 shares




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##### 



TABLE OF CONTENTS
 Page No.PART I FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    19Item 4. Controls and Procedures
    
    
    19PART II OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    21Item 1A. Risk Factors
    
    
    21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22Item 3. Defaults Upon Senior Securities
    
    
    22Item 4. Submission of Matters to a Vote of Security Holders
    
    
    22Item 5. Other Information
    
    
    22Item 6. Exhibits
    
    
    22
 1




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##### 



Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
   
    
    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, and the Chairman of our Board of Trustees).
   2




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##### 



PART I. FINANCIAL INFORMATION
 Item 1. Financial Statements
 Republic Property Trust
Condensed Consolidated Balance Sheets
As of March 31, 2007 and December 31, 2006
 March 31, 2007
    
    
    December 31, 2006(Dollars in thousands)
    
    (Unaudited)
    
    
    (Audited)ASSETSInvestment in real estate:Land
    
    $
    137,600
    
    
    $
    102,100Commercial office buildings and improvements
    
    
    482,049
    
    
    
    483,287619,649
    
    
    
    585,387Less: accumulated depreciation and amortization
    
    
    (38,492
    )
    
    
    (33,635
    )Net income producing property
    
    
    581,157
    
    
    
    551,752Construction in progress
    
    
    31,019
    
    
    
    Net real estate and development assets
    
    
    612,176
    
    
    
    551,752Cash and cash equivalents
    
    
    3,488
    
    
    
    6,956Restricted cash
    
    
    6,522
    
    
    
    6,745Rents and other receivables
    
    
    8,800
    
    
    
    7,630Prepaid expenses and other assets
    
    
    25,086
    
    
    
    23,385Total Assets
    
    $
    656,072
    
    
    $
    596,468LIABILITIES AND SHAREHOLDERS EQUITYLiabilities:Mortgage notes payable
    
    $
    376,681
    
    
    $
    345,134Line of credit payable
    
    
    40,000
    
    
    
    5,000Intangible lease liabilities
    
    
    21,621
    
    
    
    20,789Accounts payable and accrued liabilities
    
    
    9,535
    
    
    
    9,335Tenant security deposits
    
    
    2,368
    
    
    
    2,501Advance rents
    
    
    1,221
    
    
    
    1,393Total liabilities
    
    
    451,426
    
    
    
    384,152Minority interest  operating partnership
    
    
    24,232
    
    
    
    25,503Shareholders EquityPreferred shares of beneficial interest, par
value $0.01, 40 million shares authorized, none
issued and outstanding in 2007 or 2006
    
    
    
    
    
    
    Common shares of beneficial interest, par value
$0.01, 200 million shares authorized, 26.1
million shares issued and
outstanding in 2007 and 2006
    
    
    261
    
    
    
    261Additional paid-in capital
    
    
    219,596
    
    
    
    219,947Accumulated deficit
    
    
    (39,443
    )
    
    
    (33,395
    )Total Shareholders Equity
    
    
    180,414
    
    
    
    186,813Total Liabilities and Shareholders Equity
    
    $
    656,072
    
    
    $
    596,468
  3




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##### 



Republic Property Trust
Consolidated Statements of Operations  Unaudited
For the Three Months Ended March 31, 2007 and 2006
 Three Months Ended March 31,(Dollars in thousands except per share amounts)
    
    2007
    
    
    2006Revenue:Rental income
    
    $
    16,408
    
    
    $
    13,325Management and development fees and associated
reimbursements
    
    
    1,749
    
    
    
    1,362Total operating revenue
    
    
    18,157
    
    
    
    14,687Expenses:Real estate taxes
    
    
    1,826
    
    
    
    1,290Property operating costs
    
    
    3,266
    
    
    
    2,510Depreciation and amortization
    
    
    6,041
    
    
    
    4,699Cost of management and development fees and
associated reimbursements
    
    
    1,156
    
    
    
    867General and administrative
    
    
    3,330
    
    
    
    2,331Management and development agreement write-offs
    
    
    142
    
    
    
    Total operating expenses
    
    
    15,761
    
    
    
    11,697Operating income
    
    
    2,396
    
    
    
    2,990Other income and expense:Interest income
    
    
    84
    
    
    
    314Interest expense
    
    
    (5,648
    )
    
    
    (3,235
    )Total other income and expense
    
    
    (5,564
    )
    
    
    (2,921
    )(Loss) income before minority interest
    
    
    (3,168
    )
    
    
    69Minority interest
    
    
    380
    
    
    
    (8
    )Net (loss) income
    
    $
    (2,788
    )
    
    $
    61Basic and diluted (loss) income per common share
    
    $
    (0.11
    )
    
    $
    0.00Weighted average common shares
outstanding, basic and diluted (in millions)
    
    
    26.1
    
    
    
    26.0Distributions declared per common share
    
    $
    0.125
    
    
    $
    0.027
  4




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##### 



Republic Property Trust
Consolidated Statements of Cash Flows  Unaudited
For the Three Months Ended March 31, 2007 and 2006
 Three Months Ended March 31,(Dollars in thousands)
    
    2007
    
    
    2006Operating activities:Net (loss) income
    
    $
    (2,788
    )
    
    $
    61Adjustments to reconcile net (loss) income to net cash (used in)
provided by operating activities:Minority interest
    
    
    (380
    )
    
    
    8Stock awards
    
    
    215
    
    
    
    52Management and development agreement write-offs
    
    
    142
    
    
    
    Depreciation and amortization
    
    
    6,041
    
    
    
    4,699Amortization of net lease intangibles
    
    
    (612
    )
    
    
    (346
    )Amortization of loan costs
    
    
    238
    
    
    
    57Other
    
    
    100
    
    
    
    97Changes in operating assets and liabilities:Marketable securities
    
    
    
    
    
    
    1,654Rents and other receivables
    
    
    (1,170
    )
    
    
    (1,042
    )Prepaid expenses and other assets
    
    
    (1,297
    )
    
    
    (1,659
    )Accounts payable and accrued expenses
    
    
    (867
    )
    
    
    (805
    )Advance rents
    
    
    (172
    )
    
    
    (148
    )Tenant security deposits
    
    
    (133
    )
    
    
    (6
    )Net cash (used in) provided by operating activities
    
    
    (683
    )
    
    
    2,622Investing activitiesAcquisition of real estate and intangibles
    
    
    (62,887
    )
    
    
    (8,204
    )Capital expenditures for building and improvements
    
    
    (966
    )
    
    
    (3,901
    )Redevelopment costs
    
    
    (417
    )
    
    
    Net cash used in investing activities
    
    
    (64,270
    )
    
    
    (12,105
    )Financing activitiesNet proceeds from sale of common stock
    
    
    
    
    
    
    11,396Payment of offering costs
    
    
    
    
    
    
    (4,018
    )Taxes paid on behalf of Predecessor
    
    
    
    
    
    
    (12,865
    )Proceeds from issuance of debt
    
    
    62,054
    
    
    
    Principal repayments of debt
    
    
    (30,611
    )
    
    
    (144
    )Line of credit, net
    
    
    35,000
    
    
    
    Payments of financing costs
    
    
    (817
    )
    
    
    (298
    )Decrease in restricted cash
    
    
    223
    
    
    
    3,466Redemption of operating partnership units
    
    
    (659
    )
    
    
    Distributions paid to shareholders
    
    
    (3,260
    )
    
    
    (703
    )Distributions paid to unitholders
    
    
    (445
    )
    
    
    (96
    )Net cash provided by (used in) financing activities
    
    
    61,485
    
    
    
    (3,262
    )Net decrease in cash and cash equivalents
    
    
    (3,468
    )
    
    
    (12,745
    )Cash and cash equivalents at beginning of period
    
    
    6,956
    
    
    
    23,127Cash and cash equivalents at end of period
    
    $
    3,488
    
    
    $
    10,382Supplemental disclosure of cash flow informationCash paid during the period for interest, net of amount capitalized
    
    $
    5,108
    
    
    $
    2,950
  5




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Republic Property Trust
Notes to Consolidated Financial Statements  Unaudited
For the Three Months Ended March 31, 2007 and 2006
 1. Organization and Description of Business
     2. Basis of Presentation
   6




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Republic Property Trust
Notes to Consolidated Financial Statements  Unaudited
For the Three Months Ended March 31, 2007 and 2006
 Accounting for Uncertainty in Income
Taxes
 3. Earnings Per Share
  4. Comprehensive Income
  5. Distributions Declared
  6.
Income Taxes
    7




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Republic Property Trust
Notes to Consolidated Financial Statements  Unaudited
For the Three Months Ended March 31, 2007 and 2006
 7. 1129 20th Street Acquisition
     Three months ended March 31,(Dollars in thousands)
    
    2007
    
    
    2006Revenue
    
    $
    18,521
    
    
    $
    16,169Net loss
    
    $
    (2,929
    )
    
    $
    (623
    )Diluted loss per share
    
    $
    (0.11
    )
    
    $
    (0.02
    )
 8. Related Party Transactions
   Balance2007
    
    
    Receivable atRevenue
    
    
    March 31,Recognized
    
    
    2007Portals I Management Fees and Payroll Reimbursements
    
    $
    222
    
    
    $
    77Portals II Management Fees and Payroll Reimbursements
    
    
    224
    
    
    
    79PDA Asset Management Fees
    
    
    275
    
    
    
    168Republic Square I  Management Fees and Payroll Reimbursements
    
    
    109
    
    
    
    37Republic Square I  Development Fees
    
    
    209
    
    
    
    Portals III Management and Development Fees and Payroll Reimbursements
    
    
    214
    
    
    
    156Other
    
    
    22
    
    
    
    4Total (1)
    
    $
    1,275
    
    
    $
    521
 8




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Republic Property Trust
Notes to Consolidated Financial Statements  Unaudited
For the Three Months Ended March 31, 2007 and 2006
 
 (1)
    
    $485,000 of the $521,000 receivable balance at March 31, 2007 remains
outstanding. We have not reserved against the accounts receivable.
Although we believe that all balances outstanding at March 31, 2007
are due and payable under the contracts, there is some possibility
that a portion of the accounts receivable balance eventually may not
be collected. We have demanded payment, in writing, for the
outstanding amounts, but have not received a formal response to such
demands. We also have a deferred income balance in connection with one
of the related party agreements which results from an excess of cash
received to date over revenue recognized to date. We included the
presence of this deferred income balance in our analysis of whether
to record a reserve against the amounts receivable under the related
party agreements. 9. Independent Investigation
     9




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Republic Property Trust
Notes to Consolidated Financial Statements  Unaudited
For the Three Months Ended March 31, 2007 and 2006
  10. Commitments and Contingencies
 Legal Matters
     10




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Republic Property Trust
Notes to Consolidated Financial Statements  Unaudited
For the Three Months Ended March 31, 2007 and 2006
  11. Minority Interest
   12. Subsequent Events
 Termination of Various Management and Development Agreements
 Republic Square II and Portals IV and V Development and Management Agreements
 Portals III and Republic Square I Development and Management Agreements
   11




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Republic Property Trust
Notes to Consolidated Financial Statements  Unaudited
For the Three Months Ended March 31, 2007 and 2006
 Portals I and Portals II Management Agreements and PDA Asset Management Agreement
   12




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 .
 Critical Accounting Policies
  Capitalization of costs 
 Comparison of three months ended March 31, 2007 to three months ended March 31, 2006
  ChangesResultingfromMarch 31,
    
    
    March 31,
    
    
    
    
    
    
    Additional
    
    
    Remaining(Dollars in thousands)
    
    2007
    
    
    2006
    
    
    Variance
    
    
    Properties
    
    
    VarianceRevenueRental income
    
    $
    16,201
    
    
    $
    13,163
    
    
    $
    3,038
    
    
    $
    3,042
    
    
    $
    (4
    )Management and development fees
    
    
    1,749
    
    
    
    1,362
    
    
    
    387
    
    
    
    
    
    
    
    387Other
    
    
    207
    
    
    
    162
    
    
    
    45
    
    
    
    24
    
    
    
    21Total revenue
    
    
    18,157
    
    
    
    14,687
    
    
    
    3,470
    
    
    
    3,066
    
    
    
    404ExpensesReal estate taxes
    
    
    1,826
    
    
    
    1,290
    
    
    
    536
    
    
    
    331
    
    
    
    205Property operating costs
    
    
    3,266
    
    
    
    2,510
    
    
    
    756
    
    
    
    688
    
    
    
    68Depreciation and amortization
    
    
    6,041
    
    
    
    4,699
    
    
    
    1,342
    
    
    
    1,731
    
    
    
    (389
    )Cost of management and development fees
    
    
    1,156
    
    
    
    867
    
    
    
    289
    
    
    
    
    
    
    
    289General and administrative
    
    
    3,330
    
    
    
    2,331
    
    
    
    999
    
    
    
    
    
    
    
    999Management and development agreement w/o
    
    
    142
    
    
    
    
    
    
    
    142
    
    
    
    
    
    
    
    142Total operating expenses
    
    
    15,761
    
    
    
    11,697
    
    
    
    4,064
    
    
    
    2,750
    
    
    
    1,314Interest income and expense, minority interestInterest income
    
    
    84
    
    
    
    314
    
    
    
    (230
    )
    
    
    1
    
    
    
    (231
    )Interest expense
    
    
    (5,648
    )
    
    
    (3,235
    )
    
    
    (2,413
    )
    
    
    (1,431
    )
    
    
    (982
    )Minority interest
    
    
    380
    
    
    
    (8
    )
    
    
    388
    
    
    
    142
    
    
    
    246Net (loss) income
    
    $
    (2,788
    )
    
    $
    61
    
    
    $
    (2,849
    )
    
    $
    (972
    )
    
    $
    (1,877
    )
 Revenue
  13




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
    
    Management and development fees are primarily related to the fee revenue we earned from the
various management and development agreements contributed by related parties to us in
connection with the initial public offering and formation transactions. In April 2007, we
received a notice terminating the development and management services rights to provide
fee-based development and management services with respect to our related party agreements.
As a result of the termination of these agreements, we do not expect to have significant
management and development fees, or the related costs, in the future. Management and
development fees earned with respect to the contributed agreements amounted to $1.3 million in
the first quarter of 2007. These fees consist of $0.1 million in management fees from Portals
I, II and III, $0.3 million in asset management fees from Portals Development Associates, $0.5
million in payroll reimbursements for our employees performing these services and $0.4 million
in development fees from Portals III and Republic Square I. Included in management and
development fees are $0.5 million relating to the construction and management of the build-out
of a space for one of our tenants located at the Republic Building during the first quarter of
2007. Costs amounting to $0.4 million relating to this revenue are reflected in cost of
management and development fees.Each of the Portals I Agreement, Portals II Agreement and PDA Asset Management Agreement provided
that it would have terminated on December 15, 2007, so long as either party had elected to
terminate the same upon not less than ninety days prior written notice to the other party
electing to terminate such agreement. Since the owners did not adhere to the termination
provisions contained in the agreements, we rejected these improper termination notices in their
entirety. Due to the owners anticipatory breach of the Portals I Agreement, Portals II
Agreement and PDA Asset Management Agreement, in addition to other actions by the owners that
constitute defaults under these agreements, we delivered written notices to the owners
terminating these three agreements effective April 10, 2007. We believe in good faith that the
owners allegations and assertions in each of its termination notices that we breached the
agreements are without merit, and we intend to vigorously prosecute and defend our position.
 Expenses
  
    
    Management and development agreement write-offs are related to the impairment of
development service agreements contributed to us in connection with the IPO and formation
transactions. We recorded intangible assets of $1.9 million for these contracts in connection
with the IPO. In April 2007, we received a notice terminating the development and management
services rights to provide fee-based development and management services with respect to our
related party agreements. Due to the receipt of these termination notices, in the first
quarter 2007 financial close, we wrote off to management and development agreement write-off
expense approximately $0.1 million with respect to the Portals III and Republic Square I
Development Agreements. In addition to the impairment charges, we recorded $0.1 million of
amortization expense during the first quarter of 2007. We have fully written off all
intangible assets related to these agreements as of March 31, 2007.
    
    The remaining increase in real estate taxes was due to higher assessments on all of our
properties. The assessment base increased on average by 13% at our Virginia properties and
by 31% at the Republic Building. We expect to be able to recover most of this increase from
our tenants.
    
    The decrease in depreciation and amortization expense is as a result of tenants that
have vacated several of our properties and, as a result, intangible assets were fully
depreciated in 2006. Further, lower amortization of intangible management and development
contracts occurred in 2007 due to the impairment of the majority of the agreements at the
end of 2006.
    
    Cost of management and development fees include the costs associated with providing
services under our management and development agreements. In April 2007, we received a
notice terminating the development and management services rights to provide fee-based
development and management services with respect to our related party agreements. As a
result of the termination of these agreements, we do not expect to have significant costs of
management and development fees in the future. However, we expect to incur $0.2 million in
severance costs during the second quarter of 2007 related to the termination of employees
associated with performing services under these agreements. Costs related to providing these
services under our management and development agreements amounted to $0.8 million during the
first quarter of 2007 and $0.9 million during the first quarter of 2006. We incurred costs
during the first quarter of 2007 related to the construction and management of the build-out
of a space for one of our tenants located at the Republic Building. These costs amounted to
$0.4 million. The reimbursement of these costs, and an additional $0.1 million fee, are
included in management and development fees.
 14




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##### 




    
    General and administrative expenses increased primarily due to the executive
compensation plan that was not in place in 2006 and increased legal costs related to current
litigation. These litigation costs amount to approximately $0.6 million in the first
quarter of 2007. Partially offsetting these increases are $0.5 million of costs incurred during
the first quarter of 2006 in connection with the termination of the line of credit commitment
with Lehman Brothers.
    
    The remaining interest expense increased primarily due to financing Republic Park 1-7 in
September 2006 and interest expense incurred on our line of credit related to purchasing 1129
20th Street which was partially offset by the interest on the Presidents Park debt that was
paid off in the second quarter of 2006.
  Liquidity and Capital Resources
 March 31,
    
    March 31,(Dollars in thousands)
    
    2007
    
    2006Net (loss) income
    
    $
    (2,788
    )
    
    $
    61Net cash (used in) provided by operating activities
    
    
    (683
    )
    
    
    2,622Net cash used in investing activities
    
    
    (64,270
    )
    
    
    (12,105
    )Net cash provided by (used in) financing activities
    
    
    61,485
    
    
    
    (3,262
    )Cash and cash equivalents at end of period
    
    
    3,488
    
    
    
    10,382
  Comparison of the three months ended March 31, 2007 to the three months ended March 31, 2006
    Short-Term Liquidity Requirements
   15




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##### 



Long-Term Liquidity Requirements
 We generally consider our long-term liquidity requirements to consist of those items that are
expected to be incurred beyond the next 12 months and believe these requirements consist primarily
of funds necessary to pay for scheduled debt maturities, renovations and other capital expenditures
at our properties, and the costs associated with acquisitions of properties we pursue.
Historically, we have satisfied our long-term liquidity requirements through various sources of
capital, including our existing working capital, cash provided by operations and long-term property
mortgage indebtedness. We believe that these sources of capital will continue to be available to us
in the future to fund our long-term liquidity requirements. However, our ability to incur
additional debt is dependent upon a number of factors, including our degree of leverage, the value
of our unencumbered assets and borrowing restrictions imposed by existing lenders.We also may issue equity to raise additional capital. Our ability to raise funds through the
issuance of equity securities is dependent upon, among other things, general market conditions for
REITs and market perceptions about us. We will continue to analyze which source of capital is most
advantageous to us at any particular point in time, but the equity markets may not be consistently
available on terms that are attractive or at all.We do not expect that we will have sufficient funds on hand to cover these long-term liquidity
requirements and we will be required to satisfy these requirements through additional borrowings,
including borrowings under our line of credit, sales of common or preferred shares and/or cash
generated through property dispositions and joint venture transactions. If we are unable to raise
sufficient funds, we may be required to reduce our distributions to shareholders, or adjust our
acquisition strategy.
 Line of Credit
   16




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##### 




    
    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).
    
    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.
          Construction Loan for 1129 20th Street NW, Washington, D.C.
  17




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##### 



Recent Developments
 Termination of Various Management and Development Agreements
 Republic Square II and Portals IV and V Development and Management Agreements
 Portals III and Republic Square I Development and Management Agreements
   18




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##### 



Portals I and Portals II Management Agreements and PDA Asset Management Agreement
    Item 3. Quantitative and Qualitative Disclosures about Market Risk
     Item 4. Controls and Procedures
 Disclosure Controls and Procedures
  19




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Internal Control Over Financial Reporting
  20




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PART II. OTHER INFORMATION
 Item 1. Legal Proceedings
      Item 1A. Risk Factors
  We have lost our right to provide management or development services on an outsource basis for The
Portals Properties and Republic Square; our cash flows and operating results will be negatively
impacted.
 21




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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 (a) Recent sales of unregistered securities
  (b) Use of proceeds
  (c) Issuer Purchases of Equity Securities
  Item 3. Defaults Upon Senior Securities
  Item 4. Submission of Matters to a Vote of Security Holders
  Item 5. Other Information
   th th th
 Item 6. Exhibits.
 10.1
    
    Amendment No. 1 to Employment Agreement, dated as of
March 31, 2007, by and between Republic Property Trust
and Mark R. Keller. # *10.2
    
    Second Amendment to Senior Secured Revolving Credit
Agreement, dated as of March 28, 2007. *31.1
    
    Section 302 Certification of Mark R. Keller, the
Registrants Chief Executive Officer, dated May 3, 2007. *31.2
    
    Section 302 Certification of Michael J. Green, the
Registrants Chief Financial Officer, dated May 3, 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 May 3, 2007. *
 
 *
    
    Included herein.#
    
    Represents a management contract or compensation plan, contract, or arrangement. 22




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SIGNATURES
  REPUBLIC PROPERTY TRUSTBy:

/s/
Michael J. GreenMichael J. GreenExecutive Vice President and Chief Financial Officer
(Principal Financial Officer, Principal Accounting Officer
and duly authorized Officer)
May 3, 2007 23