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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S7eL2i17px4peCCHkqe+Qs5j/gTKxecYddTSLouYmvPO6r353gw+WZIaWIajwaU4 TuLQftFYqUpGvgRXr6z13A== 0000950123-09-041693.txt : 20090908 0000950123-09-041693.hdr.sgml : 20090907 20090908163955 ACCESSION NUMBER: 0000950123-09-041693 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20090908 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090908 DATE AS OF CHANGE: 20090908 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAMCO GERSHENSON PROPERTIES TRUST CENTRAL INDEX KEY: 0000842183 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 136908486 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10093 FILM NUMBER: 091058422 BUSINESS ADDRESS: STREET 1: 31500 NORTHWESTERN HWY STREET 2: SUITE 300 CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 BUSINESS PHONE: 2483509900 MAIL ADDRESS: STREET 1: 31500 NORTHWESTERN HWY STREET 2: SUITE 300 CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 FORMER COMPANY: FORMER CONFORMED NAME: RPS REALTY TRUST DATE OF NAME CHANGE: 19920703 8-K 1 k48296e8vk.htm FORM 8-K e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2009

RAMCO-GERSHENSON PROPERTIES TRUST

(Exact name of registrant as specified in its Charter)


Maryland	1-10093	13-6908486

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan		48334

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (248) 350-9900

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

Update of 2008 Form 10-K

Ramco-Gershenson Properties Trust (the “Company”) is filing this Current Report on Form 8-K to update the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (the “2008 Form 10-K”), which was originally filed with the Securities and Exchange Commission on March 11, 2009, and as amended on April 30, 2009, to reflect the following:

	•		the retrospective adoption of Statement of Financial Accounting Standards (“SFAS”) No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB No. 51” (“SFAS 160”), effective January 1, 2009 (discussed below and in Note 1 to the Consolidated Financial Statements); and

	•		the retrospective adoption of Financial Accounting Standards Board (“FASB”) Staff Position No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP EITF 03-6-1”), effective January 1, 2009 (discussed below and in Note 1 to the Consolidated Financial Statements).

Effective January 1, 2009, the Company adopted the provisions of SFAS 160 retrospectively, which requires noncontrolling interests (previously referred to as minority interests) to be treated as a separate component of equity, not as a liability or other item outside of permanent equity. Consolidated net income and comprehensive income is required to include the noncontrolling interest’s share. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. Upon adoption of SFAS 160, the carrying amount of noncontrolling interest in subsidiaries reclassified to permanent equity as of December 31, 2008 and 2007 was $39.3 million and $41.2 million, respectively. As a result of these reclassifications, total shareholders’ equity at December 31, 2008 and 2007 increased to $313.0 million and $322.8 million from the $273.2 million and $281.4 million amounts previously reported, respectively.

Further, as a result of the adoption of SFAS 160, net income attributable to the noncontrolling interest in subsidiaries is now excluded from the determination of net income attributable to the parent. In addition, the individual component of other comprehensive income is now presented in the aggregate, with the portion attributable to noncontrolling interests deducted from comprehensive income attributable to common shareholders. Corresponding changes have also been made to the accompanying consolidated statements of cash flows. Refer to Note 1 of the Notes to the Consolidated Financial Statements for further information.

In addition to the retrospective adoption of SFAS 160, the Company also retrospectively adopted the provisions of FSP EITF 03-6-1. FSP EITF 03-6-1 clarifies that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are considered participating securities and should be included in the calculation of basic earnings per share using the two-class method prescribed by SFAS No.128, “Earnings Per Share”. All prior period earnings per share amounts presented were adjusted retrospectively. The adoption of the provisions of FSP EITF 03-6-1 did not have a material effect on the Company’s consolidated financial condition, results of operations, or cash flows. Refer to Note 1 of the Notes to the Consolidated Financial Statements for further information.

Neither this subsection of the Current Report nor Exhibits 12, 23, or 99 hereto reflect any events occurring after the date of filing the 2008 Form 10-K or modify or update the disclosures in the 2008 Form 10-K that may have been affected by subsequent events, except as required to reflect the effects of the retrospective adoptions and certain reclassifications, as described above. Accordingly, the Company has amended disclosures, to the extent relevant, in only the following items of the 2008 Form 10-K.

	•		Part II — Item 6. Selected Financial Data;

	•		Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; and

	•		Part II — Item 8. Financial Statements and Supplementary Data.

Changes to all other items, including but not limited to Part I — Item 1, as a result of the retrospective adoptions discussed above were immaterial, and therefore, the Company has not amended such disclosures as part of this filing.

Updates provided in Exhibits 12, 23, or 99 are incorporated by reference into this Item subsection of 8.01.

Additional Exhibits to be Filed with the Commission

The Company inadvertently omitted to file with the Commission certain immaterial amendments to its unsecured credit facility. Such documents are listed in Item 9.01 as Exhibits 10.1 — 10.3 and are thereby filed with the Commission.

The Company inadvertently omitted to incorporate by reference certain documents that were previously filed with the Commission in Part IV, Item 15, “Exhibits and Financial Statement Schedules” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as amended. Such documents are listed in Item 9.01 as Exhibits 10.4 — 10.7 and are thereby filed with the Commission.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


10.1*		First Amendment to Unsecured Master Loan Agreement, dated December 27, 2006, among Ramco-Gershenson Properties, L.P., as Borrower, Ramco-Gershenson Properties Trust, as Guarantor, certain subsidiaries of Ramco-Gershenson Properties Trust, KeyBank National Association, as Agent, and specified other banks which are a Party or may become Parties to such Agreement.

10.2*		Second Amendment to Unsecured Master Loan Agreement, dated April 30, 2007, among Ramco-Gershenson Properties, L.P., as Borrower, Ramco-Gershenson Properties Trust, as Guarantor, certain subsidiaries of Ramco-Gershenson Properties Trust, KeyBank National Association, as Agent, and specified other banks which are a Party or may become Parties to such Agreement.

10.3*		Third Amendment to Unsecured Master Loan Agreement, dated November 13, 2007, among Ramco-Gershenson Properties, L.P., as Borrower, Ramco-Gershenson Properties Trust, as Guarantor, certain subsidiaries of Ramco-Gershenson Properties Trust, KeyBank National Association, as Agent and bank, and specified other banks which are a Party or may become Parties to such Agreement.

10.4		Unsecured Master Loan Agreement, dated December 13, 2005 among Ramco-Gershenson Properties, L.P., as Borrower, Ramco-Gershenson Properties Trust, as Guarantor, KeyBank National Association, as Bank, The Other Banks Which are a Party or may become Parties to this Agreement, KeyBank National Association, as Agent, KeyBank Capital Markets, as Sole Lead Manager and Arranger, JPMorgan Chase Bank, N.A. and Bank of America, N.A. as Co-Syndication Agents, and Deutsche Bank Trust Company Americas, as Documentation Agent, incorporated by reference to Exhibit 10-1 to Registrant’s Form 8-K dated December 13, 2005.

10.5		Unconditional Guaranty of Payment and Performance, dated December 13, 2005, between Ramco-Gershenson Properties Trust, the Guarantor and KeyBank National Association, and certain other lenders, as Banks, incorporated by reference to Exhibit 10-2 to Registrant’s Form 8-K dated December 13, 2005.

10.6		Registration Rights Agreement, dated as of May 10, 1996, among the Company, Dennis Gershenson, Joel Gershenson, Bruce Gershenson, Richard Gershenson, Michael A. Ward, Michael A. Ward U/T/A dated 2/22/77, as amended, and each of the Persons set forth on Exhibit A attached thereto, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.

10.7		Exchange Rights Agreement, dated as of May 10, 1996, by and among the Company and each of the Persons whose names are set forth on Exhibit A attached thereto, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.

12		Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.

23		Consent of Grant Thornton LLP, an independent registered public accounting firm.

99		Revised Part II, Item 6 — Selected Financial Data; Revised Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; Revised Part II — Item 8. Financial Statements and Supplementary Data.

filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	RAMCO-GERSHENSON PROPERTIES TRUST
Date: September 8, 2009	By:	/s/ Richard J. Smith
		Richard J. Smith
		Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description
10.1*		First Amendment to Unsecured Master Loan Agreement, dated December 27, 2006, among Ramco-Gershenson Properties, L.P., as Borrower, Ramco-Gershenson Properties Trust, as Guarantor, certain subsidiaries of Ramco-Gershenson Properties Trust, KeyBank National Association, as Agent, and specified other banks which are a Party or may become Parties to such Agreement.

10.2*		Second Amendment to Unsecured Master Loan Agreement, dated April 30, 2007, among Ramco-Gershenson Properties, L.P., as Borrower, Ramco-Gershenson Properties Trust, as Guarantor, certain subsidiaries of Ramco-Gershenson Properties Trust, KeyBank National Association, as Agent, and specified other banks which are a Party or may become Parties to such Agreement.

10.3*		Third Amendment to Unsecured Master Loan Agreement, dated November 13, 2007, among Ramco-Gershenson Properties, L.P., as Borrower, Ramco-Gershenson Properties Trust, as Guarantor, certain subsidiaries of Ramco-Gershenson Properties Trust, KeyBank National Association, as Agent and bank, and specified other banks which are a Party or may become Parties to such Agreement.

10.4		Unsecured Master Loan Agreement, dated December 13, 2005 among Ramco-Gershenson Properties, L.P., as Borrower, Ramco-Gershenson Properties Trust, as Guarantor, KeyBank National Association, as Bank, The Other Banks Which are a Party or may become Parties to this Agreement, KeyBank National Association, as Agent, KeyBank Capital Markets, as Sole Lead Manager and Arranger, JPMorgan Chase Bank, N.A. and Bank of America, N.A. as Co-Syndication Agents, and Deutsche Bank Trust Company Americas, as Documentation Agent, incorporated by reference to Exhibit 10-1 to Registrant’s Form 8-K dated December 13, 2005.

10.5		Unconditional Guaranty of Payment and Performance, dated December 13, 2005, between Ramco-Gershenson Properties Trust, the Guarantor and KeyBank National Association, and certain other lenders, as Banks, incorporated by reference to Exhibit 10-2 to Registrant’s Form 8-K dated December 13, 2005.

10.6		Registration Rights Agreement, dated as of May 10, 1996, among the Company, Dennis Gershenson, Joel Gershenson, Bruce Gershenson, Richard Gershenson, Michael A. Ward, Michael A. Ward U/T/A dated 2/22/77, as amended, and each of the Persons set forth on Exhibit A attached thereto, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.

10.7		Exchange Rights Agreement, dated as of May 10, 1996, by and among the Company and each of the Persons whose names are set forth on Exhibit A attached thereto, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.

12		Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.

23		Consent of Grant Thornton LLP, an independent registered public accounting firm.

99		Revised Part II, Item 6 — Selected Financial Data; Revised Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; Revised Part II — Item 8. Financial Statements and Supplementary Data.

filed herewith

EX-10.1 2 k48296exv10w1.htm EX-10.1 exv10w1

Exhibit 10.1

FIRST AMENDMENT TO
UNSECURED MASTER LOAN AGREEMENT

THIS FIRST AMENDMENT TO UNSECURED MASTER LOAN AGREEMENT (this “Amendment”) made as of this 27th day of December, 2006, by and among RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership (“Borrower”), RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate investment trust (“Trust”), ROSSFORD DEVELOPMENT LLC, a Delaware limited liability company (“Rossford”), RAMCO ROSEVILLE PLAZA LLC, a Michigan limited liability company (“Roseville”), RAMCO MICHIGAN INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership (“Michigan Investment”), and TEL-TWELVE LIMITED PARTNERSHIP, a Delaware limited partnership (“Tel-Twelve LP”; the Trust, Rossford, Roseville, Michigan Investment and Tel-Twelve LP are hereinafter referred to collectively as the “Guarantors”), and KEYBANK NATIONAL ASSOCIATION, as Agent (the “Agent” for the Banks).

WITNESSETH:

WHEREAS, Borrower, Trust, Agent, and the Banks entered into that certain Unsecured Master Loan Agreement dated as of December 13, 2005 (the “Loan Agreement”);

WHEREAS, Borrower has requested that an Unencumbered Borrowing Base Property be conveyed to Tel-Twelve LP but that such Subsidiary not provide a full payment guaranty of the Loans;

WHEREAS, the Agent and the Banks have consented to such transaction, subject to the execution and delivery of this Amendment.

NOW, THEREFORE, for and in consideration of the sum of TEN and NO/100 DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby covenant and agree as follows:

1. Definitions. All terms used herein which are not otherwise defined herein shall have the meanings set forth in the Loan Agreement.

2. Transfer of Unencumbered Borrowing Base Properties; Limit on Guaranty.

(a) The Banks have approved the transfer of the Unencumbered Borrowing Base Property commonly known as Tel Twelve Shopping Center to Tel Twelve LP. In connection therewith, Tel-Twelve LP and Michigan Investment (collectively, the “New Guarantors”) have executed a Joinder Agreement with respect to the Guaranty and the Contribution Agreement and have become Guarantors. Notwithstanding the terms of the Guaranty and the Joinder Agreement, the liability of the New Guarantors under the Guaranty with respect to the outstanding principal amount of the “Indebtedness” (as defined in the Guaranty) shall not exceed $32,916,685.62. The limit set forth above is a limit only upon the amount recoverable from the New Guarantors under the Guaranty with respect to the principal balance of the Notes and amounts drawn on Letters of Credit that have not been repaid, and such limitation does not affect the liability, scope and duration of the obligations of the New

Guarantors under the Guaranty, including, without limitation, the New Guarantors’ obligations with respect to (i) interest accrued under the Notes, (ii) any protective advances made pursuant to any one or more of the Loan Documents, and (iii) costs of collection and enforcement of the Guaranty. Furthermore, the New Guarantors specifically acknowledge and agree that any reduction in the obligations of the Borrower under the Notes and the other Loan Documents, whether by payment, realization by the Agent or the Banks upon any collateral for the Loans, from any other Guarantor or otherwise, shall not reduce or otherwise affect the amount recoverable from such New Guarantor hereunder until either (1) such New Guarantor itself has paid and the Agent and the Banks have received the full amount recoverable from such New Guarantor as limited under the terms of this paragraph or (2) all of the obligations guaranteed or undertaken by the Guarantors have been fully and finally paid and performed in full as contemplated by the Guaranty and the obligation of the Banks to make additional Loans or issue additional Letters of Credit has terminated. Notwithstanding anything herein to the contrary, the limit set forth in this Paragraph 2(a) shall terminate in the event that the New Guarantors have not been released as Guarantors as provided in the Loan Agreement on or before April 30, 2007.

(b) The Unencumbered Property Borrowing Base Value which is applicable to the Unencumbered Borrowing Base Property owned by Tel-Twelve LP shall not exceed the lesser of (a) the sum of the principal amount to which recovery from the New Guarantors is limited as provided in Paragraph 2(a) above and under Paragraph 2(a) of that certain Second Amendment to Unsecured Term Loan Agreement dated of even date herewith among Borrower, Guarantors and KeyBank National Association, as Agent, and (b) the Unencumbered Property Borrowing Base Value otherwise determined in accordance with the Loan Agreement.

3. No Indebtedness. Notwithstanding the terms of Section 8.1 of the Loan Agreement, the New Guarantors shall not be permitted to have any Indebtedness other than Indebtedness of the type described in Section 8.1(a), (b) and (c), and a Guaranty of the Indebtedness under that certain Unsecured Term Loan Agreement dated as of December 21, 2005, with KeyBank National Association as Agent, as amended, provided that the principal amount of indebtedness guaranteed thereunder shall not exceed $2,975,668.38 unless the provisions of Paragraph 2(a) above limiting recovery against the New Guarantors are no longer in effect.

4. References to Loan Agreement. All references in the Loan Documents to the Loan Agreement shall be deemed a reference to the Loan Agreement as modified and amended herein.

5. Consent of Guarantors. By execution of this Amendment, Guarantors hereby expressly consent to the modifications and amendments relating to the Loan Agreement and the Loan Documents as set forth herein, and Borrower and Guarantors hereby acknowledge, represent and agree that the Loan Documents (including without limitation the Guaranty) remain in full force and effect and constitute the valid and legally binding obligation of Borrower and Guarantors, respectively, enforceable against such Persons in accordance with their respective terms, and that the Guaranty extends to and applies to the foregoing documents as modified and amended.

6. Representations. Borrower and Guarantors represent and warrant to Agent and the Banks as follows:

(a) Authorization. The execution, delivery and performance of this Amendment and the transactions contemplated hereby (i) are within the authority of Borrower and Guarantors, (ii) have been duly authorized by all necessary proceedings on the part of such Persons, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any of such Persons is subject or any judgment, order, writ, injunction, license or permit applicable to such Persons, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of formation, operating agreement, articles of incorporation or other charter documents or bylaws of, or any mortgage, indenture, agreement, contract or other instrument binding upon, any of such Persons or any of its properties or to which any of such Persons is subject, and (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of such Persons, other than the liens and encumbrances created by the Loan Documents.

(b) Enforceability. The execution and delivery of this Amendment are valid and legally binding obligations of Borrower and Guarantors enforceable in accordance with the respective terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and the effect of general principles of equity.

(c) Approvals. The execution, delivery and performance of this Amendment and the transactions contemplated hereby do not require the approval or consent of or approval of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained.

(d) Representations in Loan Documents. The representations and warranties made by the Borrower and Guarantors and their Subsidiaries under the Loan Documents or otherwise made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries in connection therewith or after the date thereof were true and correct in all material respects when made and are true and correct in all material respects as of the date hereof (as modified and amended herein), except to the extent of changes resulting from transactions contemplated or permitted by the Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, except to the extent that such representations and warranties relate expressly to an earlier date, and except as disclosed to the Agent and the Banks in writing and approved by the Agent and the Majority Banks in writing.

7. No Default. By execution hereof, the Borrower and Guarantors certify that the Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents after the execution and delivery of this Amendment, and that no Default or Event of Default has occurred and is continuing.

8. Waiver of Claims. Borrower and Guarantors acknowledge, represent and agree that Borrower and Guarantors as of the date hereof have no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever with respect to the Loan Documents, the administration or funding of the Loans or with respect to any acts or omissions of Agent or any of the Banks, or any past or present officers, agents or employees of Agent or any of the Banks, and each of Borrower and Guarantors does hereby expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims and causes of action, if any.

9. Ratification. Except as hereinabove set forth or in any other document previously executed or executed in connection herewith, all terms, covenants and provisions of the Loan Agreement, the Notes and the Guaranty remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Loan Agreement, the Notes and the Guaranty as modified and amended herein. Nothing in this Amendment shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower and Guarantors under the Loan Documents (including without limitation the Guaranty).

10. Counterparts. This Amendment may be executed in any number of counterparts which shall together constitute but one and the same agreement.

11. Miscellaneous. This Amendment shall be construed and enforced in accordance with the laws of the State of Michigan (excluding the laws applicable to conflicts or choice of law). This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Loan Documents.

12. Effective Date. This Amendment shall be deemed effective and in full force and effect as of the date hereof upon the execution and delivery of this Amendment by Borrower, Guarantors and the Agent. Agent has obtained the approval of the Required Banks of this Amendment.

[SIGNATURES BEGIN ON NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have hereto set their hands as of the day and year first above written.


BORROWER: RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership, by its sole general partner By: Ramco-Gershenson Properties Trust, a Maryland real estate investment trust
By:	/s/ Dennis Gershenson
	Name:	DENNIS GERSHENSON
	Title:	PRESIDENT AND CEO

TRUST: RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ Richard J. Smith
	Name:	RICHARD J. SMITH
	Title:	CHIEF FINANCIAL OFFICER

ROSSFORD: ROSSFORD DEVELOPMENT LLC, a Delaware limited liability company
By:	/s/ Dennis Gershenson
	Name:	DENNIS GERSHENSON
	Title:	PRESIDENT AND CEO

[SIGNATURES CONTINUE ON NEXT PAGE]


ROSEVILLE: RAMCO ROSEVILLE PLAZA LLC, a Michigan limited liability company By: Ramco-Gershenson Properties, L.P., a Delaware limited partnership, its Sole Member By: Ramco-Gershenson Properties Trust, a Maryland real estate investment trust, its General Partner
By:	/s/ Dennis Gershenson
	Name:	DENNIS GERSHENSON
	Title:	PRESIDENT AND CEO


TEL-TWELVE LP: TEL-TWELVE LIMITED PARTNERSHIP, a Delaware limited partnership By: Ramco General Partner LLC, a Delaware limited liability company, general partner
By:	/s/ Dennis Gershenson
	Name:	DENNIS GERSHENSON
	Title:	PRESIDENT AND CEO

[SIGNATURES CONTINUE ON NEXT PAGE]


MICHIGAN INVESTMENT: RAMCO MICHIGAN INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership By: Ramco General Partner LLC, a Delaware limited liability company, general partner
By:	/s/ Dennis Gershenson
	Name:	DENNIS GERSHENSON
	Title:	PRESIDENT AND CEO

[SIGNATURES CONTINUE ON NEXT PAGE]


AGENT: KEYBANK NATIONAL ASSOCIATION, as Agent
By:	/s/ Daniel L. Silbert
	Name:	DANIEL L. SILBERT
	Title:	SR. BANKER

EX-10.2 3 k48296exv10w2.htm EX-10.2 exv10w2

Exhibit 10.2

SECOND AMENDMENT TO
UNSECURED MASTER LOAN AGREEMENT

THIS SECOND AMENDMENT TO UNSECURED MASTER LOAN AGREEMENT (this “Amendment”) made as of this 30th day of April, 2007, by and among RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership (“Borrower”), RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate investment trust (“Trust”), ROSSFORD DEVELOPMENT LLC, a Delaware limited liability company (“Rossford”), RAMCO ROSEVILLE PLAZA LLC, a Michigan limited liability company (“Roseville”), RAMCO MICHIGAN INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership (“Michigan Investment”), and TEL-TWELVE LIMITED PARTNERSHIP, a Delaware limited partnership (“Tel-Twelve LP”; the Trust, Rossford, Roseville, Michigan Investment and Tel-Twelve LP are hereinafter referred to collectively as the “Guarantors”), and KEYBANK NATIONAL ASSOCIATION, as Agent (the “Agent” for the Banks).

WITNESSETH:

WHEREAS, Borrower, Trust, Agent, and the Banks entered into that certain Unsecured Master Loan Agreement dated as of December 13, 2005, as amended by that certain First Amendment to Unsecured Master Loan Agreement dated as of December 27, 2006 (the “First Amendment”; such agreement, as amended, the “Loan Agreement”); and

WHEREAS, pursuant to the First Amendment, the limited liability of Tel-Twelve and Michigan Investment shall terminate on April 30, 2007 if such Guarantors have not been released as Guarantors as provided in the Loan Agreement on or before April 30, 2007; and

WHEREAS, Borrower and Guarantors have requested that the Agent and the Banks extend such date; and

WHEREAS, the Agent and the Banks have consented to such extension, subject to the execution and delivery of this Amendment.

1. Definitions. All terms used herein which are not otherwise defined herein shall have the meanings set forth in the Loan Agreement.

2. Modification of Loan Agreement. The Agent on behalf of the Banks and the Borrower hereby amend the First Amendment by deleting the date “April 30, 2007” appearing in the last sentence of Paragraph 2(a) of the First Amendment and inserting in lieu thereof the date “January 10, 2008”.

3. References to Loan Agreement. All references in the Loan Documents to the Loan Agreement shall be deemed a reference to the Loan Agreement as modified and amended herein.

4. Consent of Guarantors. By execution of this Amendment, Guarantors hereby expressly consent to the modifications and amendments relating to the Loan Agreement and the Loan Documents as set forth herein, and Borrower and Guarantors hereby acknowledge, represent and agree that the Loan Documents (including without limitation the Guaranty) remain in full force and effect and constitute the valid and legally binding obligation of Borrower and Guarantors, respectively, enforceable against such Persons in accordance with their respective terms, and that the Guaranty extends to and applies to the foregoing documents as modified and amended.

5. Representations. Borrower and Guarantors represent and warrant to Agent and the Banks as follows:

such representations and warranties relate expressly to an earlier date, and except as disclosed to the Agent and the Banks in writing and approved by the Agent and the Majority Banks in writing.

6. No Default. By execution hereof, the Borrower and Guarantors certify that the Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents after the execution and delivery of this Amendment, and that no Default or Event of Default has occurred and is continuing.

7. Waiver of Claims. Borrower and Guarantors acknowledge, represent and agree that Borrower and Guarantors as of the date hereof have no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever with respect to the Loan Documents, the administration or funding of the Loans or with respect to any acts or omissions of Agent or any of the Banks, or any past or present officers, agents or employees of Agent or any of the Banks, and each of Borrower and Guarantors does hereby expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims and causes of action, if any.

8. Ratification. Except as hereinabove set forth or in any other document previously executed or executed in connection herewith, all terms, covenants and provisions of the Loan Agreement, the Notes and the Guaranty remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Loan Agreement, the Notes and the Guaranty as modified and amended herein. Nothing in this Amendment shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower and Guarantors under the Loan Documents (including without limitation the Guaranty).

9. Counterparts. This Amendment may be executed in any number of counterparts which shall together constitute but one and the same agreement.

10. Miscellaneous. This Amendment shall be construed and enforced in accordance with the laws of the State of Michigan (excluding the laws applicable to conflicts or choice of law). This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Loan Documents.

11. Effective Date. This Amendment shall be deemed effective and in full force and effect as of the date hereof upon the execution and delivery of this Amendment by Borrower, Guarantors and the Agent. Agent has obtained the approval of the Required Banks of this Amendment.

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IN WITNESS WHEREOF, the parties hereto have hereto set their hands as of the day and year first above written.


BORROWER: RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership, by its sole general partner By: Ramco-Gershenson Properties Trust, a Maryland real estate investment trust
By:	/s/ Richard J. Smith
	Name:	RICHARD J. SMITH
	Title:	CHIEF FINANCIAL OFFICER

TRUST: RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ Richard J. Smith
	Name:	RICHARD J. SMITH
	Title:	CHIEF FINANCIAL OFFICER

ROSSFORD: ROSSFORD DEVELOPMENT LLC, a Delaware limited liability company
By:	/s/ Richard J. Smith
	Name:	RICHARD J. SMITH
	Title:	CHIEF FINANCIAL OFFICER

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ROSEVILLE: RAMCO ROSEVILLE PLAZA LLC, a Michigan limited liability company By: Ramco-Gershenson Properties, L.P., a Delaware limited partnership, its Sole Member By: Ramco-Gershenson Properties Trust, a Maryland real estate investment trust, its General Partner
By:	/s/ Richard J. Smith
	Name:	RICHARD J. SMITH
	Title:	CHIEF FINANCIAL OFFICER

TEL-TWELVE LP: TEL-TWELVE LIMITED PARTNERSHIP, a Delaware limited partnership By: Ramco General Partner LLC, a Delaware limited liability company, general partner
By:	/s/ Richard J. Smith
	Name:	RICHARD J. SMITH
	Title:	CHIEF FINANCIAL OFFICER

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MICHIGAN INVESTMENT: RAMCO MICHIGAN INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership By: Ramco General Partner LLC, a Delaware limited liability company, general partner
By:	/s/ Richard J. Smith
	Name:	RICHARD J. SMITH
	Title:	CHIEF FINANCIAL OFFICER

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AGENT: KEYBANK NATIONAL ASSOCIATION, as Agent
By:	/s/ Daniel L. Silbert
	Name:	DANIEL L. SILBERT
	Title:	SR. BANKER

EX-10.3 4 k48296exv10w3.htm EX-10.3 exv10w3

Exhibit 10.3

THIRD AMENDMENT TO
UNSECURED MASTER LOAN AGREEMENT

THIS THIRD AMENDMENT TO UNSECURED MASTER LOAN AGREEMENT (this “Amendment”) made as of this 13th day of November, 2007, by and among RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership (“Borrower”), RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate investment trust (“Trust”), ROSSFORD DEVELOPMENT LLC, a Delaware limited liability company (“Rossford”), RAMCO ROSEVILLE PLAZA LLC, a Michigan limited liability company (“Roseville”), RAMCO MICHIGAN INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership (“Michigan Investment”), and TEL-TWELVE LIMITED PARTNERSHIP, a Delaware limited partnership (“Tel-Twelve LP”; the Trust, Rossford, Roseville, Michigan Investment and Tel-Twelve LP are hereinafter referred to collectively as the “Guarantors”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the other lenders a party hereto (KeyBank and such other lenders, collectively, the “Banks”), and KEYBANK NATIONAL ASSOCIATION, as Agent (the “Agent” for the Banks).

WITNESSETH:

WHEREAS, Borrower, Trust, Agent, and the Banks entered into that certain Unsecured Master Loan Agreement dated as of December 13, 2005, as amended by that certain First Amendment to Unsecured Master Loan Agreement dated as of December 27, 2006 and that certain Second Amendment to Unsecured Master Loan Agreement dated as of April 30, 2007 (such agreement, as amended, the “Loan Agreement”); and

WHEREAS, Borrower and Guarantors have requested that the Agent and the Banks make certain modifications to the Loan Agreement; and

WHEREAS, the Agent and the Banks have consented to such modifications, subject to the execution and delivery of this Amendment.

1. Definitions. All terms used herein which are not otherwise defined herein shall have the meanings set forth in the Loan Agreement.

2. Modification of Loan Agreement. The Agent, the Banks, the Borrower and the Trust hereby amend the Loan Agreement as follows.

(a) By deleting in its entirety the second (2^nd) sentence of the definition of “Consolidated Total Liabilities” appearing in §1.1 of the Loan Agreement, and inserting in lieu thereof the following: “Consolidated Total Liabilities shall not include Trust Preferred Equity or Subordinated Debt.”;

(b) By deleting in its entirety clause (e) of the definition of Indebtedness appearing in §1.1 of the Loan Agreement, and inserting in lieu thereof the following:

“(e) all subordinated debt, including, without limitation, Subordinated Debt (but excluding Trust Preferred Equity);”;

(c) By inserting the following sentence at the end of the definition of “Debt Service” appearing in §1.1 of the Loan Agreement:

“Any of the foregoing payable with respect to Subordinated Debt shall be included in the calculation of Debt Service.”;

(d) By inserting the following new paragraph in § 1.1 of the Loan Agreement:

“Subordinated Debt. Any subordinated debt which is not Trust Preferred Equity issued by the Trust or the Borrower (or a subsidiary trust created to issue such subordinated debt) (a) which has a minimum remaining term of not less than five (5) years, (b) which is unsecured and which is not guaranteed by any other Person, (c) which imposes no financial or negative covenants (or other covenants, representations or defaults which have the same practical effect thereof) on the Trust, the Borrower or their respective Subsidiaries other than those approved by Agent, (d) pursuant to which all claims and liabilities of the Trust, Borrower and their respective Subsidiaries with respect to the principal and any premium and interest thereon are subordinate to the payment of the principal, letter of credit reimbursement obligations and any premium and interest thereon of the Borrower, the Trust and their respective Subsidiaries under this Agreement and other Indebtedness which by its terms is not subordinate to or pari passu with such Subordinate Debt on terms acceptable to the Agent, and as to which subordination provisions the Agent and the Banks shall be third party beneficiaries, and (e) which does not violate the terms of §8.10.”;

(e) By deleting in its entirety §8.10 of the Loan Agreement, and inserting in lieu thereof the following:

“§8.10 Trust Preferred Equity and Subordinated Debt. The Borrower and the Trust shall not permit the Trust Preferred Equity and Subordinated Debt to exceed in the aggregate $150,000,000 (provided that to the extent any such Trust Preferred Equity and Subordinated Debt exceeds such limit, such excess shall be considered Indebtedness for the purposes of this Agreement). The Borrower and the Trust will not make or permit any amendment or modification to the indenture, note or other agreements evidencing or governing any Trust Preferred Equity or Subordinated Debt without Agent’s prior written approval, or directly or indirectly pay, prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire any Trust Preferred Equity or

Subordinated Debt if any Event of Default has occurred and is continuing.”;

(f) By deleting the word “or” appearing at the end of §12.1(q) of the Loan Agreement, by inserting the word “or” at the end of §12.1(r) of the Loan Agreement, and by inserting the following paragraph as §12.1(s) of the Loan Agreement:

“(s) The Borrower and the Guarantor and any of their respective Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any Subordinated Debt, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any such Subordinated Debt for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof or require a redemption, retirement, prepayment, purchase or defeasance thereof;”;

3. References to Loan Agreement. All references in the Loan Documents to the Loan Agreement shall be deemed a reference to the Loan Agreement as modified and amended herein.

5. Representations. Borrower and Guarantors represent and warrant to Agent and the Banks as follows:

properties, assets or rights of such Persons, other than the liens and encumbrances created by the Loan Documents.

satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower and Guarantors under the Loan Documents (including without limitation the Guaranty).

9. Counterparts. This Amendment may be executed in any number of counterparts which shall together constitute but one and the same agreement.

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IN WITNESS WHEREOF, the parties hereto have hereto set their hands as of the day and year first above written.


BORROWER: RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership, by its sole general partner
By:	Ramco-Gershenson Properties Trust, a Maryland real estate investment trust

By:	/s/ Richard J. Smith
	Name:	RICHARD J. SMITH
	Title:	CHIEF FINANCIAL OFFICER

TRUST: RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ Richard J. Smith
	Name:	RICHARD J. SMITH
	Title:	CHIEF FINANCIAL OFFICER

ROSSFORD: ROSSFORD DEVELOPMENT LLC, a Delaware limited liability company
By:	/s/ Richard J. Smith
	Name:	RICHARD J. SMITH
	Title:	CHIEF FINANCIAL OFFICER

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ROSEVILLE: RAMCO ROSEVILLE PLAZA LLC, a Michigan limited liability company
By:	Ramco-Gershenson Properties, L.P., a Delaware limited partnership, its Sole Member

By:	Ramco-Gershenson Properties Trust, a Maryland real estate investment trust, its General Partner

By:	/s/ Richard J. Smith
	Name:	RICHARD J. SMITH
	Title:	CHIEF FINANCIAL OFFICER

TEL-TWELVE LP: TEL-TWELVE LIMITED PARTNERSHIP, a Delaware limited partnership
By:	Ramco General Partner LLC, a Delaware limited liability company, general partner

By:	/s/ Richard J. Smith
	Name:	RICHARD J. SMITH
	Title:	CHIEF FINANCIAL OFFICER

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MICHIGAN INVESTMENT: RAMCO MICHIGAN INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership
By:	Ramco General Partner LLC, a Delaware limited liability company, general partner

By:	/s/ Richard J. Smith
	Name:	RICHARD J. SMITH
	Title:	CHIEF FINANCIAL OFFICER

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KEYBANK NATIONAL ASSOCIATION, individually and as Agent
By:	/s/ Tayven Hike
	Name:	TAYVEN HIKE, CFA
	Title:	VICE PRESIDENT

JPMORGAN CHASE BANK, N.A.
By:
	Name:
	Title:

BANK OF AMERICA, N.A.
By:
	Name:
	Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:
	Name:
	Title:


By:
	Name:
	Title:

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KEYBANK NATIONAL ASSOCIATION, individually and as Agent
By:
	Name:
	Title:

JPMORGAN CHASE BANK, N.A.
By:	/s/ Elizabeth D. Lilley
	Name:	Elizabeth D. Lilley
	Title:	Senior Vice President

BANK OF AMERICA, N.A.
By:
	Name:
	Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:
	Name:
	Title:


By:
	Name:
	Title:

[SIGNATURES CONTINUE ON NEXT PAGE]


KEYBANK NATIONAL ASSOCIATION, individually and as Agent
By:
	Name:
	Title:

JPMORGAN CHASE BANK, N.A.
By:
	Name:
	Title:

BANK OF AMERICA, N.A.
By:	/s/ Michael W. Edwards
	Name:	MICHAEL W. EDWARDS
	Title:	SENIOR VICE PRESIDENT

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:
	Name:
	Title:


By:
	Name:
	Title:

[SIGNATURES CONTINUE ON NEXT PAGE]


KEYBANK NATIONAL ASSOCIATION, individually and as Agent
By:
	Name:
	Title:

JPMORGAN CHASE BANK, N.A.
By:
	Name:
	Title:

BANK OF AMERICA, N.A.
By:
	Name:
	Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	/s/ J. T. Johnston Coe
	Name:	J. T. Johnston Coe
	Title:	Managing Director

By:	/s/ LINDA WANG
	Name:	LINDA WANG
	Title:	DIRECTOR

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LASALLE BANK MIDWEST NATIONAL ASSOCIATION
By:	/s/ Michael W. Edwards
	Name:	MICHAEL W. EDWARDS
	Title:	SENIOR VICE PRESIDENT

PNC BANK, NATIONAL ASSOCIATION
By:
	Name:
	Title:

COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES
By:
	Name:
	Title:


By:
	Name:
	Title:

COMERICA BANK
By:
	Name:
	Title:

[SIGNATURES CONTINUE ON NEXT PAGE]


LASALLE BANK MIDWEST NATIONAL ASSOCIATION
By:
	Name:
	Title:

PNC BANK, NATIONAL ASSOCIATION
By:	/s/ James A. Harmann
	Name:	James A. Harmann
	Title:	Vice President

COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES
By:
	Name:
	Title:


By:
	Name:
	Title:

COMERICA BANK
By:
	Name:
	Title:

[SIGNATURES CONTINUE ON NEXT PAGE]


LASALLE BANK MIDWEST NATIONAL ASSOCIATION
By:
	Name:
	Title:

PNC BANK, NATIONAL ASSOCIATION
By:
	Name:
	Title:

COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES
By:	/s/ John Lippmann
	Name: John Lippmann
	Title:	Attorney-in-fact


By:	/s/ John Hayes
	Name:	John Hayes
	Title:	Attorney-in-fact

COMERICA BANK
By:
	Name:
	Title:

[SIGNATURES CONTINUE ON NEXT PAGE]


LASALLE BANK MIDWEST NATIONAL ASSOCIATION
By:
	Name:
	Title:

PNC BANK, NATIONAL ASSOCIATION
By:
	Name:
	Title:

COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES
By:
	Name:
	Title:


By:
	Name:
	Title:

COMERICA BANK
By:	/s/ Leslie A. Vogel
	Name:	Leslie A. Vogel
	Title:	Vice President

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THE HUNTINGTON NATIONAL BANK
By:	/s/ Nicolas W. Peraino
	Name:	Nicolas W. Peraino
	Title:	Vice President


	FIFTH THIRD BANK, A MICHIGAN BANKING CORPORATION
	By:
		Name:
		Title:


	THE HUNTINGTON NATIONAL BANK
	By:
		Name:
		Title:


FIFTH THIRD BANK, A MICHIGAN BANKING CORPORATION
By:	/s/ Timothy J. Kalil
	Name:	Timothy J. Kalil
	Title:	Vice President

EX-12 5 k48296exv12.htm EX-12 exv12

Exhibit 12

COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS


	Year ended December 31,
	2008			2007			2006			2005			2004


Income Before Noncontrolling Interest in Subsidiaries	$	27,432		$	45,985		$	42,095		$	21,853		$	17,826
Add:
Distributed Income of Equity Investees		6,389			5,934			2,872			1,964			468
Fixed Charges and Preferred Dividends Excluding Capitalized Interest		36,811			46,054			52,338			49,342			39,535
Amortization of Capitalized Interest		162			139			130			123			136
Deduct:
Gain on Sale of Real Estate		(19,132	)		(32,643	)		(23,388	)		(1,136	)		(2,408	)
Preferred Dividends		—			(3,146	)		(6,655	)		(6,655	)		(4,814	)
Equity in Earnings of Equity Investees		(2,506	)		(2,496	)		(3,002	)		(2,400	)		(180	)

	$	49,156		$	59,827		$	64,390		$	63,091		$	50,563


Fixed Charges:
Interest Expense including Amortization of Debt Costs	$	36,518		$	42,609		$	45,409		$	42,421		$	34,525
Capitalized Interest		1,577			2,881			1,431			741			692
Interest Factor in Rental Expense		293			299			274			266			196

Total Fixed Charges	$	38,388		$	45,789		$	47,114		$	43,428		$	35,413
Preferred Stock Dividends		—			3,146			6,655			6,655			4,814

Total Fixed Charges and Preferred Dividends	$	38,388		$	48,935		$	53,769		$	50,083		$	40,227


Ratio of Earnings to Combined Fixed Charges		1.28			1.31			1.37			1.45			1.43
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends		1.28			1.22			1.20			1.26			1.26

F-38

EX-23 6 k48296exv23.htm EX-23 exv23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 10, 2009, except for the retrospective adjustments described in Note 1, as to which the date is September 8, 2009, accompanying the consolidated financial statements and our report dated March 10, 2009 accompanying management’s assessment of the effectiveness of internal control over financial reporting included in the Annual Report of Ramco-Gershenson Properties Trust and subsidiaries on Form 10-K for the year ended December 31, 2008, as amended. We hereby consent to the incorporation by reference of said reports in the Registration Statements of Ramco-Gershenson Properties Trust and Subsidiaries on Forms S-3 (File No. 333-156689 effective March 13, 2009 and File No. 333-99345, effective September 9, 2002 and Forms S-8 (File No. 333-66409, effective October 30, 1998, File No. 333-42509, effective December 17, 1997, File No. 333-121008, effective December 6, 2004 and File No. 333-160168, effective June 23, 2009, as amended by post-effective amendment on July 14, 2009).

/s/ GRANT THORNTON LLP

Southfield, Michigan
September 8, 2009

EX-99 7 k48296exv99.htm EX-99 exv99

Exhibit 99

EXPLANATORY NOTE

As discussed below in Item 7 and Note 1 to the Consolidated Financial Statements, this Exhibit 99 includes information from the Ramco-Gershenson Properties Trust Annual Report on Form 10-K for the year ended December 31, 2008, as amended (the “2008 Form 10-K”), adjusted to reflect the retrospective application of the following newly adopted accounting standards, each of which became effective January 1, 2009: (1) Statement of Financial Accounting Standards (“SFAS”) No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB No. 51” (“SFAS 160”) and (2) Financial Accounting Standards Board (“FASB”) Staff Position No. EITF 03-6-1, “Determining whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP EITF 03-6-1”). The information contained in this Exhibit 99 does not otherwise reflect events occurring after the date of filing the 2008 Form 10-K or modify or update the disclosure in the 2008 Form 10-K.

Item 6. Selected Financial Data (in thousands, except per share data and number of properties).

The following table sets forth our selected consolidated financial data and should be read in conjunction with the Consolidated Financial Statements and Notes to the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this report.


	Year Ended December 31,
	2008			2007			2006			2005			2004
	(in thousands, except per share and certain Other Data)
Operating Data:
Total revenue	$	142,188		$	152,286		$	152,269		$	143,546		$	125,208
Operating income		5,589			10,555			13,940			14,173			16,808
Gain on sale of real estate assets, net of taxes		19,595			32,643			23,388			1,136			2,408
Income from continuing operations		27,690			45,694			40,330			17,709			14,621
Discontinued operations
Gain (loss) on sale of property		(463	)		—			1,075			—			—
Income from operations		205			291			690			4,144			3,205

Net income		27,432			45,985			42,095			21,853			17,826
Net income attributable to noncontrolling interest in subsidiaries		(3,931	)		(7,310	)		(6,471	)		(3,360	)		(2,706	)
Preferred share dividends		—			(3,146	)		(6,655	)		(6,655	)		(4,814	)
Loss on redemption of preferred shares		—			(1,269	)		—			—			—

Net income attributable to RPT common shareholders	$	23,501		$	34,260		$	28,969		$	11,838		$	10,306

Earnings Per Share Data:
From continuing operations attributable to RPT common shareholders:
Basic earnings per RPT common share	$	1.28		$	1.91		$	1.65		$	0.49		$	0.45
Diluted earnings per RPT common share		1.28			1.90			1.64			0.49			0.44
Net income attributable to RPT common shareholders:
Basic earnings per RPT common share	$	1.27		$	1.92		$	1.74		$	0.70		$	0.61
Diluted earnings per RPT common share		1.27			1.91			1.73			0.70			0.60
Cash dividends declared per RPT common share	$	1.62		$	1.85		$	1.79		$	1.75		$	1.68
Distributions to RPT common shareholders	$	34,150		$	32,156		$	29,737		$	29,167		$	28,249
Weighted average shares outstanding:
Basic		18,471			17,851			16,665			16,837			16,816
Diluted		18,478			18,529			16,716			16,880			17,031

Balance Sheet Data (at December 31):
Cash and cash equivalents	$	5,295		$	14,977		$	11,550		$	7,136		$	7,810
Accounts receivable, net		40,736			35,787			33,692			32,341			26,845
Investment in real estate (before accumulated depreciation)		1,005,109			1,045,372			1,048,602			1,047,304			1,066,255
Total assets		1,014,526			1,088,499			1,064,870			1,125,275			1,043,778
Mortgages and notes payable		662,601			690,801			676,225			724,831			633,435
Total liabilities		701,488			765,742			720,722			774,442			673,401
Total RPT shareholders’ equity		273,714			281,517			304,547			312,418			329,982
Noncontrolling interest in subsidiaries		39,324			41,240			39,601			38,415			40,395
Total shareholders’ equity	$	313,038		$	322,757		$	344,148		$	350,833		$	370,377

Other Data:
Funds from operations available to RPT common shareholders (1)	$	47,362		$	54,975		$	54,604		$	47,896		$	41,379
Cash provided by operating activities		26,998			85,988			46,785			44,605			46,387
Cash provided by (used in) investing activities		33,602			23,182			42,113			(86,517	)		(106,459	)
Cash (used in) provided by financing activities		(70,282	)		(105,743	)		(84,484	)		41,238			54,338
Number of properties (at December 31) (2)		89			89			81			84			74
Company owned GLA (at December 31) (2)		15,914			16,030			14,645			15,000			13,022
Occupancy rate (at December 31) (2)		91.3	%		92.1	%		93.6	%		93.7	%		92.9	%


(1)		We consider funds from operations, also known as “FFO,” an appropriate supplemental measure of the financial performance of an equity REIT. Under the National Association of Real Estate Investment Trusts (“NAREIT”) definition, FFO represents net income attributable to common shareholders, excluding extraordinary items (as defined under accounting principles generally accepted in the United States of America (“GAAP”)), and gain (loss) on sales of depreciable property, plus real estate related depreciation and amortization (excluding amortization of financing costs), and after adjustments for unconsolidated partnerships and joint ventures. See “Funds From Operations” in Item 7 for a discussion of FFO and a reconciliation of FFO to net income attributable to common shareholders.

(2)		Includes properties owned by us and our joint ventures.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the Consolidated Financial Statements, the Notes thereto, and the comparative summary of selected financial data appearing elsewhere in this report. Discontinued operations are discussed in Note 3 of the Notes to the Consolidated Financial Statements in Item 8. The financial information in this Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on results from continuing operations.

As more fully discussed in Note 1 of the Notes to the Consolidated Financial Statements, we have retrospectively adopted the provisions of SFAS 160 and FSP EITF 03-6-1. This resulted in the recording of certain reclassifications related to previously-reported minority interests, which are now reported and referred to as noncontrolling interest in subsidiaries within this discussion and the consolidated financial statements. These reclassifications had no impact on previously reported net income available to common shareholders or earnings per share.

Overview

We are a fully integrated, self-administered, publicly-traded REIT which owns, develops, acquires, manages and leases community shopping centers and one enclosed regional mall in the Midwestern, Southeastern and Mid-Atlantic regions of the United States. At December 31, 2008, we owned interests in 89 shopping centers, comprised of 65 community centers, 21 power centers, two single tenant retail properties, and one enclosed regional mall, totaling approximately 20.0 million square feet of GLA. We or our joint ventures own approximately 15.9 million square feet of such GLA, with the remaining portion owned by various anchor stores.

Our corporate strategy is to maximize total return for our shareholders by improving operating income and enhancing asset value. We pursue our goal through:

	•		The development of new shopping centers in metropolitan markets where we believe demand for a center exists;

	•		A proactive approach to redeveloping, renovating and expanding our shopping centers; and

	•		Aggressively leasing vacant spaces and entering into new leases for occupied spaces when leases are about to expire.

We have followed a disciplined approach to managing our operations by focusing primarily on enhancing the value of our existing portfolio through strategic sales and successful leasing efforts. We continue to selectively pursue development and redevelopment opportunities.

The highlights of our 2008 activity reflect this strategy:

	•		We have six projects in various stages of development and pre-development with an estimated total project cost of planned phases of $298.1 million. As of December 31, 2008, we have spent $94 million on such developments. We intend to wholly own the Northpointe Town Center and Rossford Pointe and therefore anticipate that $43.5 million of the total project costs will be on our balance sheet upon completion of such projects. We own 20% of the joint venture that is developing Hartland Towne Square, and our share of the estimated $21.6 million of project costs of the planned phases is $4.3 million. The remaining estimated project costs of the planned phases of $233.0 million for The Town Center at Aquia, Gateway Commons, and Parkway Shops are expected to be borne by joint ventures, and therefore be accounted for as off-balance sheet assets, although we do not have joint venture partners to date and no assurance can be given that we will have joint venture partners on such projects.

	•		We have nine redevelopments currently in process, excluding The Town Center at Aquia, which is included in the developments discussed above. We estimate the total project costs of the nine redevelopment projects in process to be $45.4 million. For the five redevelopments at our wholly owned, consolidated properties, we estimate project

			costs of $19.7 million of which $5.2 million had been spent as of December 31, 2008. For the four redevelopment projects at properties held by joint ventures, we estimate off-balance sheet project costs of $25.7 million (our share is estimated to be $7.1 million) of which $10.4 million had been spent as of December 31, 2008 (our share is $3.0 million).

	•		During 2008, we opened 89 new non-anchor stores, at an average base rent of $17.59 per square foot, an increase of 6.5% over the portfolio average for non-anchor stores. We also renewed 144 non-anchor leases, at an average base rent of $16.33 per square foot, achieving an increase of 11.6% over prior rental rates. Additionally, we opened five new anchor stores, at an average base rent of $12.50 per square foot, an increase of 54.1% over the portfolio average for anchor stores. We also renewed 19 anchor leases, at an average base rent of $7.62 per square foot, an increase of 7.3% over prior rental rates. Overall portfolio average base rents increased to $10.82 in 2008 from $10.61 in 2007.

	•		We increased management fee income by 44%, or $0.9 million, as compared to 2007.

	•		We exercised the first of two one-year options to extend our $150 million unsecured revolving credit facility to December 2009.

	•		During 2008, we utilized the proceeds from a new $40 million secured credit facility to retire the debt on three shopping centers.

Critical Accounting Policies

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Audit Committee of our Board of Trustees. Actual results could materially differ from these estimates.

Critical accounting policies are those that are both significant to the overall presentation of our financial condition and results of operations and require management to make difficult, complex or subjective judgments. For example, significant estimates and assumptions have been made with respect to useful lives of assets, recovery ratios, capitalization of development and leasing costs, recoverable amounts of receivables and initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions. Our critical accounting policies have not materially changed during the year ended December 31, 2008. The following discussion relates to what we believe to be our most critical accounting policies that require our most subjective or complex judgment.

Allowance for Bad Debts

We provide for bad debt expense based upon the allowance method of accounting. We continuously monitor the collectibility of our accounts receivable (billed and unbilled, including straight-line) from specific tenants, analyze historical bad debts, customer credit worthiness, current economic trends and changes in tenant payment terms when evaluating the adequacy of the allowance for bad debts. When tenants are in bankruptcy, we make estimates of the expected recovery of pre-petition and post-petition claims. The period to resolve these claims can exceed one year. Management believes the allowance is adequate to absorb currently estimated bad debts. However, if we experience bad debts in excess of the allowance we have established, our operating income would be reduced.

Accounting for the Impairment of Long-Lived Assets

We periodically review whether events and circumstances subsequent to the acquisition or development of long-lived assets, or intangible assets subject to amortization, have occurred that indicate the remaining estimated useful lives of those assets may warrant revision or that the remaining balance of those assets may not be recoverable. If events and circumstances indicate that the long-lived assets should be reviewed for possible impairment, we use projections to assess whether future cash flows, on a non-discounted basis, for the related assets are likely to exceed the recorded carrying amount of those assets to determine if a write-down is appropriate. If we determine that an impairment exists, we report a loss to the extent that the

carrying value of an impaired asset exceeds its fair value as determined by valuation techniques appropriate in the circumstances.

In determining the estimated useful lives of intangibles assets with finite lives, we consider the nature, life cycle position, and historical and expected future operating cash flows of each asset, as well as our commitment to support these assets through continued investment.

In 2008, the Company recognized a $5.1 million loss on the impairment of its Ridgeview Crossing shopping center in Elkin, North Carolina. The non-cash impairment charge is included in “loss on impairment of real estate assets” on the consolidated statements of income and comprehensive income. There were no impairment charges for the years ended December 31, 2007 and 2006.

Revenue Recognition

Shopping center space is generally leased to retail tenants under leases which are accounted for as operating leases. We recognize minimum rents using the straight-line method over the terms of the leases commencing when the tenant takes possession of the space. Certain of the leases also provide for additional revenue based on contingent percentage income which is recorded on an accrual basis once the specified target that triggers this type of income is achieved. The leases also typically provide for recoveries from tenants of common area maintenance, real estate taxes and other operating expenses. These recoveries are recognized as revenue in the period the applicable costs are incurred. Revenues from fees and management income are recognized in the period in which the services have been provided and the earnings process is complete. Lease termination income is recognized when a lease termination agreement is executed by the parties and the tenant vacates the space.

Stock Based Compensation

All share-based payments to employees, including grants of employee stock options, are recognized in the financial statements as compensation expense based upon the fair value on the grant date. We determine fair value of such awards using the Black-Scholes option pricing model. The Black-Scholes option pricing model incorporates certain assumptions such as risk-free interest rate, expected volatility, expected dividend yield and expected life of options, in order to arrive at a fair value estimate. Expected volatilities are based on the historical volatility of our stock. Expected lives of options are based on the average holding period of outstanding options and their remaining terms. The risk free interest rate is based upon quoted market yields for United States treasury debt securities. The expected dividend yield is based on our historical dividend rates. We believe the assumptions selected by management are reasonable; however, significant changes could materially impact the results of the calculation of fair value.

Off Balance Sheet Arrangements

We have ten off balance sheet investments in joint ventures in which we own 50% or less of the total ownership interests. We provide leasing, development and property management services to the ten joint ventures. These investments are accounted for under the equity method. Our level of control of these joint ventures is such that we are not required to include them as consolidated subsidiaries. See Note 7 of the Notes to the Consolidated Financial Statements in Item 8.

Results of Operations

Comparison of the Year Ended December 31, 2008 to the Year Ended December 31, 2007

For purposes of comparison between the years ended December 31, 2008 and 2007, “Same Center” refers to the shopping center properties owned by consolidated entities for the period from January 1, 2007 through December 31, 2008.

In April 2007 we acquired an additional 80% ownership interest in Ramco Jacksonville LLC, bringing our total ownership interest to 100%, resulting in the consolidation of such entity in our financial statements. This property is referred to as the “Acquisition” in the following discussion.

In March 2007, we sold Chester Springs Shopping Center to Ramco 450 Venture LLC, a joint venture with an investor advised by Heitman LLC. In June 2007, we sold two shopping centers, Shoppes of Lakeland and Kissimmee West, to Ramco HHF KL LLC, a newly formed joint venture. In July 2007, we sold Paulding Pavilion to Ramco 191 LLC, our joint venture with Heitman Value Partners Investment LLC. In late December 2007, we sold Mission Bay to Ramco/Lion Venture LP. In August 2008, we sold the Plaza at Delray shopping center to Ramco 450 Venture LLC. These sales to joint ventures in which we have an ownership interest are collectively referred to as the “Dispositions” in the following discussion.

Revenues

Total revenues decreased $10.1 million, or 6.6%, to $142.2 million in 2008, as compared to $152.3 million in 2007. The decrease in total revenues was primarily the result of a $5.7 million decrease in minimum rents and a $2.6 million decrease in recoveries from tenants.

Minimum rents decreased $5.7 million, or 5.9%, to $90.8 million in 2008 as follows:


	Increase (Decrease)
	Amount
	(in millions)			Percentage
Same Center	$	0.2			0.2	%
Acquisition		3.4			3.5	%
Dispositions		(9.3	)		(9.6	%)

	$	(5.7	)		(5.9	%)

The increase in Same Center minimum rents was principally attributable to two major tenants signing new leases at two of our properties in 2008, partially offset by the bankruptcy of a certain national retailer in 2008 that closed at one of our centers, and an adjustment to straight-line accounts receivable rent in 2007.

Recoveries from tenants decreased $2.6 million, or 5.8%, to $41.3 million in 2008 as follows:


	Increase (Decrease)
	Amount
	(in millions)			Percentage
Same Center	$	0.1			0.3	%
Acquisition		1.0			2.4	%
Dispositions		(3.7	)		(8.5	%)

	$	(2.6	)		(5.8	%)

The increase in recoveries from tenants for the Same Center properties was due primarily to expanding our electricity resale program in certain of our properties, partially offset by the impact of redevelopment activity. Our overall recovery ratio was 97.4% in 2008 compared to 98.4% in 2007.

Recoverable operating expenses, which includes real estate tax expense, are a component of our recovery ratio. These expenses decreased $2.1 million, or 4.8%, to $42.4 million in 2008 as follows:


	Increase (Decrease)
	Amount
	(in millions)			Percentage
Same Center	$	0.3			0.8	%
Acquisition		0.9			2.1	%
Dispositions		(3.3	)		(7.7	%)

	$	(2.1	)		(4.8	%)

The increase in Same Center recoverable operating expenses is mainly attributable to higher electricity costs from the expansion of our electricity resale program.

Fees and management income decreased $0.3 million, or 5.1%, to $6.5 million in 2008 as compared to $6.8 million in 2007. The decrease was primarily attributable to a decrease in acquisition fees of approximately $2.1 million, partially offset by an increase of $0.9 million in management fees and an increase in leasing fees of approximately $0.5 million. The acquisition fees earned in 2007 related to the purchase of 13 shopping centers by joint ventures in which we have an ownership interest. The increase in management fees and leasing fees in 2008 was mainly due to managing the 13 shopping centers that were purchased in the prior year by our joint venture partners. Other fees and management income increased $0.2 million when compared to 2007.

Other income decreased $1.5 million to $3.0 million in 2008, compared to $4.5 million in 2007. The decrease was primarily due to a $1.1 million decrease in lease termination income, from $1.9 million in 2007 to $0.8 million in 2008, attributable mostly to income earned in 2007 on lease terminations from redevelopment properties. Additionally, interest income decreased $0.7 million in 2008. In 2007, Ramco-Gershenson Properties L.P. (the “Operating Partnership”) earned approximately $0.5 million of interest income on advances to Ramco Jacksonville LLC related to the River City Marketplace development when it was a joint venture, with no similar income earned during 2008. Offsetting the decreases was an increase of approximately $0.7 in tax increment financing revenue in 2008, which represents the Company’s share of a surplus earned at our River City Marketplace development. No tax increment financing income was earned in 2007.

Expenses

Total expenses decreased $5.1 million, or 3.6%, to $136.6 million in 2008 as compared to $141.7 million in 2007. The decrease was mainly driven by decreases in interest expense of $6.1 million, depreciation and amortization of $4.3 million, and recoverable operating expenses of $2.1 million, partially offset by a $5.1 million loss on the impairment of real estate assets recorded in the fourth quarter of 2008 and a $1.5 million increase in general and administrative expenses.

Depreciation and amortization expense decreased $4.3 million, or 11.9%, in 2008 as follows:


	Amount
	(in millions)			Percentage
Same Center	$	(2.7	)		(7.3	%)
Acquisition		1.4			3.9	%
Dispositions		(3.0	)		(8.5	%)

	$	(4.3	)		(11.9	%)

Same Centers contributed $2.7 million to the decrease in depreciation and amortization expense, of which $4.1 million was directly related to a center we demolished in late December 2007 in anticipation of redevelopment. Offsetting the decrease was an increase due primarily to the bankruptcies of two national retailers that closed stores at two of the Company’s core operating properties, and the impact of redevelopment projects completed during 2008.

In the fourth quarter of 2008, the Company recognized a non-recurring impairment charge of $5.1 million relating to the Company’s Ridgeview Crossing shopping center in Elkin, North Carolina.

General and administrative expense was $15.8 million in 2008, as compared to $14.3 million in 2007, an increase of $1.5 million, or 10.6%. The increase in general and administrative expenses was primarily attributable to an increase in salary-related expenses of approximately $2.0 million, mainly the result of additional hiring following the expansion of our infrastructure related to increased joint venture activity and asset management. In the fourth quarter 2008, the Company recorded a one-time write-off of $0.5 million in terminated transaction costs associated with its Northpointe Town Center development in Jackson, Michigan. The increase in general and administrative expenses was also due to an additional $0.4 million arbitration award in 2008 to a third-party relating to the alleged breach by the Company of a property management agreement. These increases in general and administrative expenses were offset by a decrease primarily due to an increase of approximately $1.3 million in the portion of costs charged to development and redevelopment projects and capitalized in 2008, compared to 2007. General and administrative expenses were also impacted by a decrease in income tax expense of approximately $216,000 in 2008, mainly the result of a Michigan Business Tax adjustment.

Interest expense decreased $6.1 million, or 14.3%, to $36.5 million in 2008 compared to $42.6 million in 2007. The summary below identifies the components of the net decrease:


							Increase
	2008			2007			(Decrease)
Average total loan balance	$	677,497		$	692,817		$	(15,320	)
Average rate		5.6	%		6.2	%		(0.6	%)

Total interest on debt	$	38,219		$	43,244		$	(5,025	)
Amortization of loan fees		971			1,166			(195	)
Interest on capital lease obligation		425			439			(14	)
Capitalized interest and other		(3,097	)		(2,240	)		(857	)

	$	36,518		$	42,609		$	(6,091	)

Other

Gain on sale of real estate assets decreased $13.0 million, to $19.6 million in 2008, as compared to $32.6 million in 2007. In 2008, the Company sold the Plaza at Delray shopping center to a joint venture with an investor advised by Heitman LLC, sold land parcels at Hartland Towne Square, and recognized the deferred gain of $11,700 on the sale of Mission Bay Plaza to a joint venture in which it has a 30% ownership interest. In 2007, the Company sold Chester Springs Shopping Center to our Ramco 450 Venture LLC joint venture, sold the Shoppes of Lakeland and Kissimmee West to our Ramco HHF KL LLC joint venture, and sold land parcels at River City Marketplace.

Earnings from unconsolidated entities represents our proportionate share of the earnings of various joint ventures in which we have an ownership interest. Earnings from unconsolidated entities were $2.5 million in both 2008 and 2007. During 2008, earnings from unconsolidated entities increased by approximately $361,000 from the Ramco 450 Venture LLC, Ramco 191 LLC, Ramco HHF KL LLC, and Ramco HHF NP LLC joint ventures, offset by a $406,000 decrease in earnings from the Ramco/Lion Venture LP joint venture that resulted primarily from the bankruptcy of a certain national retailer that closed stores at four of the joint venture properties in which the Company holds an ownership interest. In April 2007, we purchased the remaining 80% ownership interest in Ramco Jacksonville LLC (“Jacksonville”) and we have consolidated Jacksonville in our results of operations since the date of acquisition.

Discontinued operations decreased $0.5 million in 2008 due to the loss on the sale of Highland Square of $0.4 million.

Noncontrolling interest in subsidiaries represents the income attributable to the portion of the Operating Partnership not owned by the Company. Noncontrolling interest in subsidiaries in 2008 decreased $3.4 million, to $3.9 million, as compared to $7.3 million in 2007. The decrease is primarily attributable to the lower gain on the sale of real estate assets.

Comparison of the Year Ended December 31, 2007 to the Year Ended December 31, 2006

For purposes of comparison between the years ended December 31, 2007 and 2006, “Same Center” refers to the shopping center properties owned by consolidated entities as of January 1, 2006 and December 31, 2007.

In July 2006, we acquired an additional 90% ownership interest in Beacon Square Development LLC. We also acquired an additional 80% ownership interest in Ramco Jacksonville LLC in April 2007, bringing our total ownership interest to 100% for both entities, resulting in the consolidation of such entities in our financial statements. These properties are collectively referred to as the “Acquisitions” in the following discussion.

In November 2006, we sold Collins Pointe Plaza to Ramco 191 LLC, a joint venture with Heitman Value Partners Investments LLC. In December 2006, we sold two shopping centers, Crofton Centre and Merchants Square, to Ramco 450 LLC, our joint venture with an investor advised by Heitman LLC. In March 2007, we sold Chester Springs Shopping Center to this same joint venture. In June 2007, we sold two shopping centers, Shoppes of Lakeland and Kissimmee West, to Ramco HHF KL LLC, a newly formed joint venture. In July 2007, we sold Paulding Pavilion to Ramco 191 LLC. In late December 2007, we sold Mission Bay to Ramco/Lion Venture LP. These sales to joint ventures in which we have an ownership interest are collectively referred to as the “Dispositions” in the following discussion, with the exception of Mission Bay.

Revenues

Although total revenues of $152.3 million in 2007 did not fluctuate when compared to 2006, the individual revenue components varied year over year.

Minimum rents decreased $3.3 million, or 3.3%, in 2007 as follows:


	Increase (Decrease)
	Amount
	(in millions)			Percentage
Same Center	$	0.7			0.7	%
Acquisitions		5.1			5.1	%
Dispositions		(9.1	)		(9.1	%)

	$	(3.3	)		(3.3	%)

The increase in Same Center minimum rents was principally attributable to the leasing of space to new tenants throughout our Same Center portfolio in 2007, partially offset by a $1.1 million reduction in minimum rents related to centers under redevelopment during 2007.

Recoveries from tenants increased $1.9 million, or 4.4%, in 2007 as follows:


	Increase (Decrease)
	Amount
	(in millions)			Percentage
Same Center	$	2.9			6.9	%
Acquisitions		1.5			3.6	%
Dispositions		(2.5	)		(6.1	%)

	$	1.9			4.4	%

The increase in the Same Center recoveries from tenants was primarily due to increases in common area expenses and the increase in electricity resale revenue to tenants. Our overall recovery ratio was 98.4% in 2007 compared to 95.2% in 2006.

Recoverable operating expenses, which includes real estate tax expense, are a component of our recovery ratio. These expenses increased $0.5 million, or 1.1%, in 2007 as follows:


	Increase (Decrease)
	Amount
	(in millions)			Percentage
Same Center	$	0.4			0.9	%
Acquisitions		1.4			3.2	%
Dispositions		(1.3	)		(3.0	%)

	$	0.5			1.1	%

The $0.4 million increase in Same Center recoverable operating expenses was primarily attributable to higher electricity costs from the expansion of our electricity resale program.

Fees and management income increased $1.2 million, or 20.3%, to $6.8 million in 2007 as compared to $5.6 million in 2006. The increase was primarily attributable to an increase in acquisition fees of approximately $1.9 million as well as an increase of $0.9 million in management fees. The acquisition fees earned in 2007 related to the purchase of 13 shopping centers by joint ventures in which we have an ownership interest. The increase in management fees was mainly attributed to fees earned for managing the 13 shopping centers purchased by our joint ventures in 2007. Development fees decreased $1.8 million mainly due to our acquisition of the remaining 80% interest in Ramco Jacksonville LLC.

Other income increased $0.6 million to $4.5 million in 2007. Interest income increased $0.6 million on advances to Ramco Jacksonville related to the River City Marketplace development, there was $0.2 million of miscellaneous income related to the favorable resolution of disputes with tenants, and temporary tenant income increased $0.1 million from the same period in 2006. Lease termination income decreased $0.6 million to $1.9 million from $2.4 million in 2006.

Expenses

Total expenses increased $3.4 million, or 2.6%, to $141.7 million in 2007 as compared to $138.3 million in 2006. The increase was mainly driven by increases in depreciation and amortization of $4.3 million, recoverable operating expenses of $1.3 million, and general and administrative expenses of $1.3 million, partially offset by a $2.8 million decrease in interest expense.

Depreciation and amortization expense increased $4.3 million, or 13.4%, in 2007 as follows:


	Increase (Decrease)
	Amount
	(in millions)			Percentage
Same Center	$	4.6			14.4	%
Acquisitions		2.2			6.8	%
Dispositions		(2.5	)		(7.8	%)

	$	4.3			13.4	%

Same Centers contributed $4.6 million to the increase of which $4.1 million was directly related to a center we demolished in late December 2007 in anticipation of redevelopment.

General and administrative expense was $14.3 million in 2007, as compared to $13.0 million in 2006, an increase of $1.3 million, or 9.9%. The increase in general and administrative expenses was primarily attributable to the Company’s recognition a non-recurring expense in the amount of $1.2 million, net of income tax benefits, resulting from an arbitration award in favor of a third-party relating to the alleged breach by the Company of a property management agreement.

Interest expense decreased $2.7 million, or 6.0%, in 2007. The summary below identifies the components of the net decrease:


							Increase
	2007			2006			(Decrease)
Average total loan balance	$	692,817		$	707,752		$	(14,934	)
Average rate		6.2	%		6.4	%		(0.2	%)

Total interest on debt	$	43,244		$	45,138		$	(1,894	)
Amortization of loan fees		1,166			1,129			37
Interest on capital lease obligation		439			416			23
Loan defeasance costs		—			244			(244	)
Capitalized interest and other		(2,240	)		(1,575	)		(665	)

	$	42,609		$	45,352		$	(2,743	)

Other

Gain on sale of real estate assets increased $9.3 million to $32.6 million in 2007, as compared to $23.3 million in 2006. In 2007, the Company sold Chester Springs to our Ramco 450 Venture LLC joint venture, sold the Shoppes of Lakeland and Kissimmee West to our Ramco HHF KL LLC joint venture, sold Paulding Pavilion to our Ramco 191 LLC joint venture, and sold land parcels at River City Marketplace. With respect to the sale of Chester Springs and Paulding Pavilion, we recognized 80% of the gain on each sale, representing the portion of the gain attributable to our joint venture partner’s ownership interest. The remaining portion of the gain on each sale has been deferred as we have a 20% ownership interest in the respective joint ventures. With respect to the sale of Shoppes of Lakeland and Kissimmee West, we recognized 93% of the gain on the sale, representing the portion of the gain attributable to our joint venture partner’s ownership interest. The remaining portion of the gain on the sale of these centers has been deferred as we have a 7% ownership interest in the joint venture. In 2006, the Company sold our Crofton Plaza and Merchants Square shopping centers to a joint venture in which we have a 20% ownership interest, and sold outlots at River City Marketplace. With respect to the sale of Crofton Plaza and Merchants Square to the joint venture, we recognized 80% of the gain on the sale, representing the portion of the gain attributable to the joint venture partner’s 80% ownership interest. The remaining 20% of the gain on the sale of these two centers has been deferred and recorded as a reduction in the carrying amount of our equity investments in and advances to unconsolidated entities.

Earnings from unconsolidated entities represent our proportionate share of the earnings of various joint ventures in which we have an ownership interest. Earnings from unconsolidated entities decreased $0.5 million from $3.0 million in 2006 to $2.5 million in 2007. This decrease is principally due to our consolidation of Ramco Jacksonville, the joint venture that owned the River City Marketplace development. The purchase of the remaining 80% ownership interest in Ramco Jacksonville LLC in April 2007 decreased earnings by $0.4 million when compared to the same period in 2006. Also, $0.3 million of the decrease is attributable to our ownership interest in the Ramco/Lion Venture LP joint venture. This decrease is attributable to redevelopment projects at two shopping centers owned by the joint venture.

Discontinued operations decreased $1.5 million in 2007. In January 2006, we sold seven centers for a gain of $1.1 million.

Noncontrolling interest in subsidiaries represents the income attributable to the portion of the Operating Partnership not owned by the Company. The increase in noncontrolling interest in subsidiaries from $6.5 million in 2006 to $7.3 million in 2007 is primarily the result of the increase in the gain on the sale of real estate assets in 2007.

Liquidity and Capital Resources

The principal uses of our liquidity and capital resources are for operations, developments, redevelopments, including expansion and renovation programs, selective acquisitions, and debt repayment, as well as dividend payments in accordance with REIT requirements. We anticipate that the combination of cash on hand, cash provided by operating activities, the availability under our Credit Facility, and additional financings will satisfy our expected working capital requirements through at least the next 12 months and allow us to achieve continued growth. Although we believe that the combination of factors discussed above will provide sufficient liquidity, no such assurance can be given.

As part of our business plan to improve our capital structure and reduce debt, we will continue to pursue the strategy of selling fully-valued properties and to dispose of shopping centers that no longer meet the criteria established for our portfolio. Our ability to obtain acceptable selling prices and satisfactory terms and financing will impact the timing of future sales. The Company expects any net proceeds from the sale of properties would be used to reduce outstanding debt.

The developments and redevelopments, including expansion and renovation programs, that we made during 2008 generally were financed through cash provided from operating activities, sales of properties to joint ventures in which we have an ownership interest, mortgage refinancings, and an increase in borrowings on the Unsecured Revolving Credit Facility. Total debt outstanding was approximately $662.6 million at December 31, 2008 as compared to $690.8 million at December 31, 2007.

The following is a summary of our cash flow activities (dollars in thousands):


	Year Ended December 31,
	2008			2007			2006
Cash provided by operating activities	$	26,998		$	85,988		$	46,785
Cash provided by investing activities		33,602			23,182			42,113
Cash used in financing activities		(70,282	)		(105,743	)		(84,484	)

For the year ended December 31, 2008, we generated $27.0 million in cash flows from operating activities, as compared to $86.0 million in 2007. Cash flows from operating activities decreased during 2008 mainly due to lower net income and depreciation expense and lower net cash provided by accounts receivable, other assets, accounts payable and accrued expenses. For the year ended December 31, 2008, investing activities provided $33.6 million of cash flows, as compared to $23.2 million in 2007. Cash flows from investing activities were higher in 2008 due to $9.2 million of cash received from sales of discontinued operations and cash received on a note receivable due from a joint venture in 2008, partially offset in 2007 by higher proceeds from the sale of property to joint ventures. During 2007, we incurred additional spending for investments in real estate and additional investments and advances in our joint ventures when compared to 2008. During 2008, cash flows used in financing activities were $70.3 million, as compared to $105.7 million during the same period in 2007. In 2008, we repaid $195.8 million of mortgages and notes payable, compared to $317.1 million in 2007, and had lower borrowings of mortgages and notes payable of $167.6 million in 2007, when compared to $280.6 million in 2007. Additionally in 2007, we repurchased $26.0 million of preferred shares.

To maintain our qualification as a REIT under the Code, we are required to distribute to our shareholders at least 90% of our REIT taxable income (as defined in the Code). We satisfied the REIT requirement with distributed common and preferred share cash dividends of $29.9 million in 2008, and $36.4 million in both 2007 and 2006.

The Company has a $250 million unsecured credit facility (the “Credit Facility”) consisting of a $100 million unsecured term loan credit facility and a $150 million unsecured revolving credit facility. The Credit Facility provides that the unsecured revolving credit facility may be increased by up to $100 million at the Company’s request, dependent on there being a lender(s) willing to acquire the additional commitment, for a total unsecured revolving credit facility commitment of $250 million. The unsecured term loan credit facility matures in December 2010 and bears interest at a rate equal to LIBOR plus 130 to 165 basis points, depending on certain debt ratios. In October 2008, the Company exercised its option to extend the unsecured revolving credit facility to December 2009. The unsecured revolving credit facility bears interest at a rate equal to LIBOR plus 115 to 150 basis points, depending on certain debt ratios. The Company retains the option to extend the maturity date of the unsecured revolving credit facility to December 2010. It is anticipated that funds borrowed under the Credit Facility will be used for general corporate purposes, including working capital, capital expenditures, the repayment of indebtedness or other corporate activities.

The Company has $207.7 million in debt maturing in 2009, including the Company’s unsecured revolving credit facility ($125.2 million), the revolving credit facility securing The Town Center at Aquia ($40.0 million), the fixed rate mortgage on West Oaks II/Spring Meadows ($23.6 million), and variable rate mortgages on Gaines Marketplace ($7.5 million) and Beacon Square ($7.5 million). As discussed above, the Company retains the option to extend the maturity date of the unsecured revolving credit facility to December 2010. The Company also retains the option to extend the revolving credit facility securing The Town Center at Aquia to December 2010. With respect to the various fixed rate mortgage and floating rate mortgages, it is the Company’s intent to refinance these mortgages and notes payable upon or shortly prior to their expiration. However, there can be no assurance that the Company will be able to refinance its debt on commercially reasonable or any other terms.

Under terms of various debt agreements, we may be required to maintain interest rate swap agreements to reduce the impact of changes in interest rates on our floating rate debt. We have interest rate swap agreements with an aggregate notional amount of $160.0 million at December 31, 2008. Based on rates in effect at December 31, 2008, the agreements provide for fixed rates ranging from 4.4% to 6.6% and expire from January 2009 through December 2010.

After taking into account the impact of converting our variable rate debt into fixed rate debt by use of the interest rate swap agreements, at December 31, 2008 our variable rate debt accounted for approximately $180.2 million of outstanding debt with a weighted average interest rate of 3.3%. Variable rate debt accounted for approximately 27.2% of our total debt and 22.7% of our total capitalization.

We have $409.3 million of mortgage loans encumbering our consolidated properties, and $540.8 million of mortgage loans on properties held by our unconsolidated joint ventures (of which our pro rata share is $139.7 million). Such mortgage loans are generally non-recourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan but generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. In addition, upon the occurrence of certain of such events, such as fraud or filing of a bankruptcy petition by the borrower, we would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, penalties and expenses.

The unconsolidated joint ventures in which our Operating Partnership owns an interest and which are accounted for by the equity method of accounting are subject to mortgage indebtedness, which in most instances is non-recourse. At December 31, 2008, mortgage debt for the unconsolidated joint ventures was $540.8 million, of which our pro rata share was $139.7 million with a weighted average interest rate of 6.4%. Fixed rate debt for the unconsolidated joint ventures was $506.8 million at December 31, 2008. Our pro rata share of the fixed rate debt amounted to $133.1 million, or 95.2% of our total pro rata share of such debt. The mortgage debt of $16.3 million at Peachtree Hill, a shopping center owned by our Ramco 450 Venture LLC, is recourse debt. The loan is secured by unconditional guarantees of payment and performance by Ramco 450 Venture LLC, the Company, and its majority owned subsidiary, Ramco-Gershenson Properties, L.P, the Operating Partnership.

Investments in Unconsolidated Entities

In 2007, we formed Ramco HHF KL LLC, a joint venture with a discretionary fund managed by Heitman LLC that invests in core assets. We own 7% of the joint venture and our joint venture partner owns 93%. Subsequent to the formation of the joint venture, we sold Shoppes of Lakeland in Lakeland, Florida and Kissimmee West in Kissimmee, Florida to the joint venture. The Company recognized 93% of the gain on the sale of these two centers to the joint venture, representing the gain attributable to the joint venture partner’s 93% ownership interest. The remaining 7% of the gain on the sale of these two centers has been deferred and recorded as a reduction in the carrying amount of the Company’s equity investments in and advances to unconsolidated entities.

In 2007, we formed Ramco HHF NP LLC, a joint venture with a discretionary fund managed by Heitman LLC that invests in core assets. We own 7% of the joint venture and our joint venture partner owns 93%. In August 2007, the joint venture acquired Nora Plaza located in Indianapolis, Indiana.

In 2007, we formed Ramco RM Hartland SC LLC (formerly Ramco Highland Disposition LLC), a joint venture with Hartland Realty Partners LLC to develop Hartland Towne Square, a traditional community center in Hartland, Michigan. We own 20% of the joint venture and our joint venture partner owns 80%. As of December 31, 2008, the joint venture has $8.5 million of variable rate debt and $6.0 million of fixed rate debt.

In 2007, we formed Ramco Jacksonville North Industrial LLC, a joint venture formed to develop land adjunct to our River City Marketplace shopping center. We own 5% of the joint venture and our joint venture partner owns 95%. As of December 31, 2008, the joint venture has $0.7 million of variable rate debt.

During 2007, we acquired the remaining 80% interest in Ramco Jacksonville LLC, an entity that was formed to develop a shopping center in Jacksonville, Florida.

Contractual Obligations

The following are our contractual cash obligations as of December 31, 2008 (dollars in thousands):


			Payments Due by Period
			Less than		1 - 3		4 - 5		After 5
Contractual Obligations	Total		1 year		years		years		years

Mortgages and notes payable, principal	$	662,601	$	207,704	$	154,512	$	67,496	$	232,889
Interest on mortgages and notes payable		175,206		36,057		46,487		31,548		61,114
Employment contracts		1,669		466		1,203		—		—
Capital lease		9,340		677		1,354		1,354		5,955
Operating leases		6,137		896		1,825		1,899		1,517
Unconditional construction cost obligations		29,744		29,744		—		—		—

Total contractual cash obligations	$	884,697	$	275,544	$	205,381	$	102,297	$	301,475

At December 31, 2008, we did not have any contractual obligations that required or allowed settlement, in whole or in part, with consideration other than cash.

Mortgages and notes payable

See the analysis of our debt included in “Liquidity and Capital Resources” above.

Employment Contracts

We have an employment contract with our President, Chief Executive Officer that contains minimum guaranteed compensation.

Operating and Capital Leases

We lease office space for our corporate headquarters and our Florida office under operating leases. We also have an operating lease at our Taylors Square shopping center and a capital ground lease at our Gaines Marketplace shopping center.

Construction Costs

In connection with the development and expansion of various shopping centers as of December 31, 2008, we have entered into agreements for construction activities with an aggregate cost of approximately $29.7 million.

Planned Capital Spending

During 2008, we spent approximately $11.7 million on revenue-generating capital expenditures, including tenant improvements, leasing commissions paid to third-party brokers, legal costs relative to lease documents and capitalized leasing and construction costs. These types of investments generate a return through rents from tenants over the terms of their leases. Revenue-enhancing capital expenditures, including expansions, renovations and repositionings, were approximately $31.3 million in 2008. Revenue neutral capital expenditures, such as roof and parking lot repairs, which are anticipated to be recovered from tenants, amounted to approximately $2.9 million in 2008.

In 2009, we anticipate spending approximately $29.7 million for revenue-generating, revenue-enhancing and revenue neutral capital expenditures, including approximately $14.0 million for nine approved redevelopment projects.. Further, in 2009 we anticipate spending $2.9 million for ongoing development projects, three that are in the construction phase and three in the pre-development phase.

At the beginning of 2008, as a result of the challenging acquisition market, the Company chose to de-emphasize our acquisition program as a primary driver of growth. Therefore, acquisitions are planned to be more selective and opportunistic in nature going forward.

Capitalization

At December 31, 2008, our market capitalization amounted to $795 million. Market capitalization consisted of $662.6 million of debt (including property-specific mortgages, an Unsecured Credit Facility consisting of a Term Loan Credit Facility and a Revolving Credit Facility, a Secured Term Loan, and a Junior Subordinated Note), and $132.9 million of common shares (based on the closing price of $6.18 per share on December 31, 2008) and Operating Partnership units at market value. Our ratio debt to total market capitalization was 83.3% at December 31, 2008, as compared to 60.2% at December 31, 2007, and was adversely impacted by the general drop in prices of REIT shares in 2008. After taking into account the impact of converting our variable rate debt into fixed rate debt by use of interest rate swap agreements, our outstanding debt at December 31, 2008 had a weighted average interest rate of 5.3% and consisted of $482.4 million of fixed rate debt and $180.2 million of variable rate debt. Outstanding letters of credit issued under the Credit Facility totaled approximately $1.8 million at December 31, 2008.

On April 2, 2007, we announced that we would redeem all of our outstanding 7.95% Series C Cumulative Convertible Preferred Shares of Beneficial Interest on June 1, 2007. As of June 1, 2007, 1,856,846 Series C Preferred Shares, or approximately 98% of the total outstanding as of the April 2007 redemption notice, had been converted into common shares of beneficial interest on a one-for-one basis. The remaining 31,154 Series C Preferred Shares were redeemed on June 1, 2007, at the preferred redemption price of $28.50 plus accrued and unpaid dividends.

On October 8, 2007, we announced that we would redeem all of our outstanding 9.5% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest on November 12, 2007. The shares were redeemed at $25.00 per share, resulting in a charge to equity of approximately $1.2 million, plus accrued and unpaid dividends to the redemption date without interest.

At December 31, 2008, the noncontrolling interest in the Operating Partnership represented a 13.6% ownership in the Operating Partnership. The OP Units may, under certain circumstances, be exchanged for our common shares of beneficial interest on a one-for-one basis. We, as sole general partner of the Operating Partnership, have the option, but not the obligation, to settle exchanged OP Units held by others in cash based on the current trading price of our common shares of beneficial interest. Assuming the exchange of all OP Units, there would have been 21,502,171 of our common shares of beneficial interest outstanding at December 31, 2008, with a market value of approximately $132.9 million.

Funds From Operations

We consider funds from operations, also known as “FFO,” an appropriate supplemental measure of the financial performance of an equity REIT. Under the National Association of Real Estate Investment Trusts (NAREIT) definition, FFO represents net income attributable to common shareholders, excluding extraordinary items (as defined under GAAP) and gain (loss) on sales of depreciable property, plus real estate related depreciation and amortization (excluding amortization of financing costs), and after adjustments for unconsolidated partnerships and joint ventures. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate investments, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions and many companies utilize different depreciable lives and methods. Because FFO adds back depreciation and amortization unique to real estate, and excludes gains and losses from depreciable property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, acquisition and development activities and interest costs, which provides a perspective of our financial performance not immediately apparent from net income attributable to common shareholders determined in accordance with GAAP. In addition, FFO does not include the cost of capital improvements, including capitalized interest.

For the reasons described above, we believe that FFO provides us and our investors with an important indicator of our operating performance. This measure of performance is used by us for several business purposes and for REITs it provides a recognized measure of performance other than GAAP net income attributable to common shareholders, which may include non-cash items. Other real estate companies may calculate FFO in a different manner.

We recognize FFO’s limitations when compared to GAAP’s net income attributable to common shareholders. FFO does not represent amounts available for needed capital replacement or expansion, debt service obligations, or other commitments and uncertainties. In addition, FFO does not represent cash generated from operating activities in accordance with GAAP and

is not necessarily indicative of cash available to fund cash needs, including the payment of dividends. FFO should not be considered as an alternative to net income attributable to common shareholders (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO is simply used as an additional indicator of our operating performance.

The following table illustrates the calculations of FFO (in thousands, except per share data):


	Years Ended December 31,
	2008			2007			2006
Net income attributable to RPT common shareholders	$	23,501		$	34,260		$	28,969
Add:
Preferred share dividends		—			3,146			6,655
Loss on redemption of preferred shares		—			1,269			—
Depreciation and amortization expense		37,850			40,924			35,068
Noncontrolling interest in partnership:
Continuing operations		3,966			7,270			6,206
Discontinued operations		(35	)		40			265
Less:
Gain on sale of depreciable property (2)		(18,347	)		(29,869	)		(19,109	)
Discontinued operations, loss (gain) on sale of property		427			—			(1,075	)

Funds from operations		47,362			57,040			56,979
Less:
Preferred stock dividends (3)		—			(2,065	)		(2,375	)

Funds from operations attributable to RPT common shareholders, assuming conversion of OP units (4)	$	47,362		$	54,975		$	54,604

Weighted average equivalent shares outstanding, diluted (3)		21,397			21,449			21,536


Net income per diluted share to FFO per diluted share reconciliation:
Net income per diluted share (1)	$	1.27		$	1.91		$	1.74
Add:
Depreciation and amortization expense		1.77			1.91			1.63
Noncontrolling interest in partnership:
Continuing Operations		0.19			0.34			0.29
Discontinued Operations		—			—			—
Discontinued operations, loss (gain) on sale of property		0.02			—			(0.05	)
Less:
Gain on sale of depreciable real estate (2)		(0.86	)		(1.39	)		(0.89	)
Assuming conversion of OP units		(0.18	)		(0.11	)		(0.07	)

Funds from operations per diluted share		2.21			2.66			2.65
Less:
Series C Preferred Stock dividends		—			(0.10	)		(0.11	)

Funds from operations attributable to RPT common shareholders per diluted share, assuming conversion of OP units	$	2.21		$	2.56		$	2.54


(1)		In 2008, an impairment charge in the amount of $5,103 was included in our FFO calculations.

(2)		Excludes gain on sale of undepreciated land of $1,248, $2,774, and $4,279 for 2008, 2007, and 2006, respectively.

(3)		In 2007 and 2006, the Series C Preferred Shares were dilutive and therefore, the dividends paid were not included in the calculation of our diluted FFO.

(4)		In 2007, loss on redemption of preferred shares in the amount of $1,269 was not included in our FFO calculations.

Inflation

Inflation has been relatively low in recent years and has not had a significant detrimental impact on the results of our operations. Should inflation rates increase in the future, substantially all of our tenant leases contain provisions designed to partially mitigate the negative impact of inflation in the near term. Such lease provisions include clauses that require our tenants to reimburse us for real estate taxes and many of the operating expenses we incur. Also, many of our leases provide for periodic increases in base rent which are either of a fixed amount or based on changes in the consumer price index and/or percentage rents (where the tenant pays us rent based on a percentage of its sales). Significant inflation rate increases over a prolonged period of time may have a material adverse impact on our business.

Recent Accounting Pronouncements

On January 1, 2008, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value under accounting principles generally accepted in the United States, and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS 157 clarifies that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. SFAS 157 requires fair value measurements to be separately disclosed by level within the fair value hierarchy.

Fair value measurements for assets and liabilities where there exists limited or no observable market data are, therefore, based primarily upon estimates, and are often calculated based on the economic and competitive environment, the characteristics of the asset or liability and other factors. Therefore, fair value cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including but not limited to estimates of future cash flows, could impact the calculation of current or future values. The adoption of SFAS 157 for assets and liabilities did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. For further discussion on fair value and SFAS 157, see Note 11 to the Consolidated Financial Statements.

In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 requires entities that utilize derivative instruments to provide qualitative disclosures about their objectives and strategies for using such instruments, as well as any details of credit-risk-related contingent features contained within derivatives. SFAS 161 also requires entities to disclose additional information about the amounts and location of derivatives included within the financial statements, how the provisions of SFAS 133 have been applied, and the impact that hedges have on an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company does not expect that SFAS 161 will have a material effect on the Company’s results of operations or financial position because it only requires new disclosure requirements. The Company will adopt the provisions of SFAS 161 in the first quarter of 2009.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”, (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles. This standard was effective November 13, 2008. The adoption of the provisions of SFAS 162 did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

In October 2008, the FASB issued FASB Staff Position No. 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active”. This Staff Position clarifies the application of FASB Statement No. 157, Fair Value Measurements, in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. The guidance in this Staff Position was effective upon issuance by the FASB. The Company is currently evaluating the application of Staff Position No. 157-3, but does not expect the standard to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

Effective January 1, 2009, the Company adopted the provisions of FASB Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements”, (“SFAS 160”) retrospectively, which requires noncontrolling interests (previously referred to as minority interests) to be treated as a separate component of equity, not as a liability or other item outside of permanent

equity. Consolidated net income and comprehensive income is required to include the noncontrolling interest’s share. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. Upon adoption of SFAS 160, the carrying amount of noncontrolling interest in subsidiaries reclassified to permanent equity as of December 31, 2008 and 2007 was $39.3 million and $41.2 million, respectively. As a result of these reclassifications, total shareholders’ equity at December 31, 2008 and 2007 increased to $313.0 million and $322.8 million from the $273.2 million and $281.4 million amounts previously reported, respectively.

Further, as a result of the adoption of SFAS 160, net income attributable to the noncontrolling interest in subsidiaries is now excluded from the determination of net income attributable to the parent. In addition, the individual component of other comprehensive income is now presented in the aggregate, with the portion attributable to noncontrolling interests deducted from comprehensive income attributable to common shareholders. Corresponding changes have also been made to the consolidated statements of cash flows in the Consolidated Financial Statements.

In addition to the retrospective adoption of SFAS 160, the Company also retrospectively adopted the provisions of FASB Staff Position No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities”, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 clarifies that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are considered participating securities and should be included in the calculation of basic earnings per share using the two-class method prescribed by SFAS No. 128, “Earnings Per Share”. All prior period earnings per share amounts presented were adjusted retrospectively. The adoption of the provisions of FSP EITF 03-6-1 did not have a material effect on the Company’s consolidated financial condition, results of operations, or cash flows. Refer to Note 1 of the Notes to the Consolidated Financial Statements for further information.

Item 8. Financial Statements and Supplementary Data.

Our consolidated financial statements and supplementary data are included as a separate section in this Annual Report on Form 10-K commencing on page F-1 and are incorporated herein by reference.

RAMCO-GERSHENSON PROPERTIES TRUST

Index to Consolidated Financial Statements


		Page

Report of Independent Registered Public Accounting Firm		F-2

Consolidated Financial Statements:

Consolidated Balance Sheets — December 31, 2008 and 2007		F-3

Consolidated Statements of Income and Comprehensive Income — Years Ended December 31, 2008, 2007, and 2006		F-4

Consolidated Statements of Shareholders’ Equity — Years Ended December 31, 2008, 2007, and 2006		F-5

Consolidated Statements of Cash Flows — Years Ended December 31, 2008, 2007, and 2006		F-6

Notes to Consolidated Financial Statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders
Ramco-Gershenson Properties Trust

We have audited the accompanying consolidated balance sheets of Ramco-Gershenson Properties Trust and subsidiaries (the “Company”) as of December 31, 2008 and 2007, and the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ramco-Gershenson Properties Trust and subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, the Company adopted the provisions of a new accounting pronouncement for share based payments in 2006 and has retrospectively adopted the provisions of new accounting pronouncements for noncontrolling interests and calculation of earnings per share.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Ramco-Gershenson Properties Trust and subsidiaries’ internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 10, 2009 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ GRANT THORNTON LLP

Southfield, Michigan
March 10, 2009 (except for the retrospective adjustments
described in Note 1 as to which the date is September 8, 2009)

F-2

RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)


	December 31,
	2008			2007
Assets
Investment in real estate, net	$	830,392		$	876,410
Cash and cash equivalents		5,295			14,977
Restricted cash		4,891			5,777
Accounts receivable, net		40,736			35,787
Equity investments in and advances to unconsolidated entities		95,867			117,987
Other assets, net		37,345			37,561

Total Assets	$	1,014,526		$	1,088,499


Liabilities and Shareholders’ Equity
Mortgages and notes payable	$	662,601		$	690,801
Accounts payable and accrued expenses		26,751			57,614
Distributions payable		4,945			9,884
Capital lease obligation		7,191			7,443


Total Liabilities		701,488			765,742

Shareholders’ Equity
Ramco-Gershenson Properties Trust (“RPT”) shareholders’ equity:
Common Shares of Beneficial Interest, par value $0.01, 45,000 shares authorized; 18,583 and 18,470 issued and outstanding as of December 31, 2008 and 2007, respectively		185			185
Additional paid-in capital		389,528			388,164
Accumulated other comprehensive loss		(3,328	)		(732	)
Cumulative distributions in excess of net income		(112,671	)		(106,100	)

Total RPT Shareholders’ Equity		273,714			281,517
Noncontrolling interest in subsidiaries		39,324			41,240

Total Shareholder’s Equity		313,038			322,757

Total Liabilities and Shareholders’ Equity	$	1,014,526		$	1,088,499

See notes to consolidated financial statements.

F-3

RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME


	Year Ended December 31,
	2008			2007			2006
	(In thousands, except per share amounts)
REVENUES:
Minimum rents	$	90,756		$	96,410		$	99,716
Percentage rents		636			676			922
Recoveries from tenants		41,332			43,885			42,026
Fees and management income		6,484			6,831			5,676
Other income		2,980			4,484			3,929

Total revenues		142,188			152,286			152,269

EXPENSES:
Real estate taxes		18,695			20,017			20,837
Recoverable operating expenses		23,741			24,568			23,271
Depreciation and amortization		32,121			36,469			32,160
Other operating		4,616			3,777			3,709
Loss on impairment of real estate assets		5,103			—			—
General and administrative		15,805			14,291			13,000
Interest expense		36,518			42,609			45,352

Total expenses		136,599			141,731			138,329

Income from continuing operations before gain on sale of real estate assets and earnings from unconsolidated entities		5,589			10,555			13,940
Gain on sale of real estate assets, net of taxes of $2,237, $4,418 and $2,253 in 2008, 2007 and 2006 respectively		19,595			32,643			23,388
Earnings from unconsolidated entities		2,506			2,496			3,002

Income from continuing operations		27,690			45,694			40,330

Discontinued operations:
Gain (loss) on sale of property		(463	)		—			1,075
Income from operations		205			291			690

Income (loss) from discontinued operations		(258	)		291			1,765

Net Income		27,432			45,985			42,095
Less: Net income attributable to the noncontrolling interest in subsidiaries		(3,931	)		(7,310	)		(6,471	)
Preferred share dividends		—			(3,146	)		(6,655	)
Loss on redemption of preferred shares		—			(1,269	)		—

Net income attributable to RPT common shareholders	$	23,501		$	34,260		$	28,969


Basic earnings per RPT common share:
Income from continuing operations attributable to RPT common shareholders	$	1.28		$	1.91		$	1.65
Income (loss) from discontinued operations attributable to RPT common shareholders		(0.01	)		0.01			0.09

Net income attributable to RPT common shareholders	$	1.27		$	1.92		$	1.74


Diluted earnings per RPT common share:
Income from continuing operations attributable to RPT common shareholders	$	1.28		$	1.90		$	1.64
Income (loss) from discontinued operations attributable to RPT common shareholders		(0.01	)		0.01			0.09

Net income attributable to RPT common shareholders	$	1.27		$	1.91		$	1.73


Basic weighted average common shares outstanding		18,471			17,851			16,665

Diluted weighted average common shares outstanding		18,478			18,529			16,716


AMOUNTS ATTRIBUTABLE TO RPT COMMON SHAREHOLDERS:
Income from continuing operations attributable to RPT common shareholders	$	23,724		$	34,009		$	27,469
Income (loss) from discontinued operations attributable to RPT common shareholders		(223	)		251			1,500

Net income attributable to RPT common shareholders	$	23,501		$	34,260		$	28,969


COMPREHENSIVE INCOME
Net income	$	27,432		$	45,985		$	42,095
Other comprehensive income (loss):
Unrealized gain (loss) on interest rate swaps		(3,006	)		(1,092	)		291

Comprehensive income		24,426			44,893			42,386
Comprehensive (income) loss attributable to the noncontrolling interest in subsidiaries		410			149			(44	)

Comprehensive income attributable to RPT common shareholders	$	24,836		$	45,042		$	42,342

See notes to consolidated financial statements.

F-4

RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except share amounts)


										Accumulated			Cumulative
				Common			Additional			Other			Distributions in			Noncontrolling			Total
	Preferred			Shares Par			Paid-In			Comprehensive			Excess of			Interest			Shareholders’
	Shares			Value			Capital			Income (Loss)			Net Income			in Subsidiaries			Equity

Balance, January 1, 2006	$	75,545		$	168		$	343,011		$	(36	)	$	(106,270	)	$	38,415		$	350,833
Cash distributions declared		—			—			—			—			(29,785	)		(5,329	)		(35,114	)
Preferred shares dividends declared		—			—			—			—			(6,655	)		—			(6,655	)
Stock options exercised		—			—			298			—			—			—			298
Share-based compensation expense		—			—			204			—			—			—			204
Conversion of Series C Preferred Shares to common shares		(27	)		—			27			—			—			—			—
Repurchase and retirement of common shares		—			(2	)		(7,802	)		—			—			—			(7,804	)
Net income		—			—			—			—			35,624			6,471			42,095
Comprehensive income		—			—			—			247			—			44			291

Balance, December 31, 2006		75,518			166			335,738			211			(107,086	)		39,601			344,148
Cash distributions declared		—			—			—			—			(33,274	)		(5,522	)		(38,796	)
Preferred shares dividends declared		—			—			—			—			(3,146	)		—			(3,146	)
Stock options exercised		—			—			268			—			—			—			268
Share-based compensation expense		—			—			1,323			—			—			—			1,323
Redemption of 1,000 shares of Series B Preferred Stock		(23,804	)		—			(7	)		—			(1,234	)		—			(25,045	)
Redemption of 31 shares of Series C Preferred Stock		(853	)		—			—			—			(35	)		—			(888	)
Conversion of 1,857 shares of Series C Preferred Shares to commom shares		(50,861	)		19			50,842			—			—			—			—
Net income		—			—			—			—			38,675			7,310			45,985
Comprehensive income (loss)		—			—			—			(943	)		—			(149	)		(1,092	)

Balance, December 31, 2007		—			185			388,164			(732	)		(106,100	)		41,240			322,757
Cash distributions declared		—			—			—			—			(29,884	)		(5,437	)		(35,321	)
Restricted stock dividends		—			—			—			—			(188	)		—			(188	)
Share-based compensation expense		—			—			1,325			—			—			—			1,325
Stock options exercised		—			—			39			—			—			—			39
Net income		—			—			—			—			23,501			3,931			27,432
Comprehensive income (loss)		—			—			—			(2,596	)		—			(410	)		(3,006	)

Balance, December 31, 2008	$	—		$	185		$	389,528		$	(3,328	)	$	(112,671	)	$	39,324		$	313,038

See notes to consolidated financial statements.

F-5

RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)


	Year Ended December 31,
	2008			2007			2006
Cash Flows from Operating Activities:
Net income	$	27,432		$	45,985		$	42,095
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		32,121			36,469			32,160
Amortization of deferred financing costs		971			1,166			1,129
Gain on sale of real estate assets		(19,595	)		(32,643	)		(23,388	)
Loss on impairment of real estate assets		5,103			—			—
Earnings from unconsolidated entities		(2,506	)		(2,496	)		(3,002	)
Discontinued operations		(205	)		(291	)		(690	)
Distributions received from unconsolidated entities		6,389			5,934			2,872
Changes in assets and liabilities that provided (used) cash:
Accounts receivable		(4,949	)		379			(986	)
Other assets		2,278			4,656			1,782
Accounts payable and accrued expenses		(20,864	)		26,031			(5,324	)

Net Cash Provided by Continuing Operating Activities		26,175			85,190			46,648
Loss (gain) on sale of Discontinued Operations		463			—			(1,075	)
Operating Cash from Discontinued Operations		360			798			1,212

Net Cash Provided by Operating Activities		26,998			85,988			46,785

Cash Flows from Investing Activities:
Real estate developed or acquired, net of liabilities assumed		(67,880	)		(87,133	)		(50,424	)
Investment in and advances to unconsolidated entities, net		(6,079	)		(38,177	)		(22,886	)
Payments on notes receivable from joint ventures, net		23,249			13,500			—
Proceeds from sales of real estate assets		52,132			60,176			31,948
Proceeds from sale of property to joint ventures		22,137			72,821			36,454
Decrease in restricted cash		886			1,995			21

Net Cash Provided by (Used In) Continuing Investing Activities		24,445			23,182			(4,887	)
Investing Cash from Discontinued Operations		9,157			—			47,000

Net Cash Provided by Investing Activities		33,602			23,182			42,113

Cash Flows from Financing Activities:
Cash distributions to shareholders		(34,150	)		(32,156	)		(29,737	)
Cash distributions to operating partnership unit holders		(6,059	)		(5,360	)		(5,214	)
Cash dividends paid on preferred shares		—			(4,810	)		(6,655	)
Cash dividends paid on restricted stock		(188	)		—			—
Paydown of mortgages and notes payable		(195,758	)		(317,102	)		(172,463	)
Payment for deferred financing costs		(1,419	)		(878	)		(413	)
Distributions to noncontrolling partners		(53	)		(121	)		(88	)
Borrowings on mortgages and notes payable		167,558			280,588			137,852
Reduction of capitalized lease obligation		(252	)		(239	)		(260	)
Purchase and retirement of preferred shares		—			(25,933	)		—
Purchase and retirement of common shares		—			—			(7,804	)
Proceeds from exercise of stock options		39			268			298

Net Cash Used in Financing Activities		(70,282	)		(105,743	)		(84,484	)

Net Increase (Decrease) in Cash and Cash Equivalents		(9,682	)		3,427			4,414
Cash and Cash Equivalents, Beginning of Period		14,977			11,550			7,136

Cash and Cash Equivalents, End of Period	$	5,295		$	14,977		$	11,550

Supplemental Cash Flow Disclosure, including Non-Cash Activities:
Cash paid for interest during the period	$	35,628		$	41,936		$	43,871
Cash paid for federal income taxes		6,333			1,030			2,338
Capitalized interest		1,577			2,881			1,431
Assumed debt of acquired property and joint venture interests		—			12,197			7,521
Increase (Decrease) in fair value of interest rate swaps		(3,006	)		(1,092	)		291
Decrease in deferred gain on sale of property		11,678			—			—

See notes to consolidated financial statements

F-6

RAMCO-GERSHENSON PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2008, 2007 and 2006
(Dollars in thousands)

1. Organization and Summary of Significant Accounting Policies

Ramco-Gershenson Properties Trust, together with its subsidiaries (the “Company”), is a real estate investment trust (“REIT”) engaged in the business of owning, developing, acquiring, managing and leasing community shopping centers, regional malls and single tenant retail properties. At December 31, 2008, the Company owned and managed a portfolio of 89 shopping centers, with approximately 20,000,000 square feet of gross leaseable area (“GLA”), located in the Midwestern, Southeastern and Mid-Atlantic regions of the United States. The Company’s centers are usually anchored by discount department stores or supermarkets and the tenant base consists primarily of national and regional retail chains and local retailers. The Company’s credit risk, therefore, is concentrated in the retail industry.

The economic performance and value of the Company’s real estate assets are subject to all the risks associated with owning and operating real estate, including risks related to adverse changes in national, regional and local economic and market conditions. The economic condition of each of the Company’s markets may be dependent on one or more industries. An economic downturn in one of these industries may result in a business downturn for the Company’s tenants, and as a result, these tenants may fail to make rental payments, decline to extend leases upon expiration, delay lease commencements or declare bankruptcy.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its majority owned subsidiary, the Operating Partnership, Ramco-Gershenson Properties, L.P. (86.4%, 86.4%, and 85.0% owned by the Company at December 31, 2008, 2007 and 2006, respectively), and all wholly owned subsidiaries, including bankruptcy remote single purpose entities and all majority owned joint ventures over which the Company has control. The presentation of consolidated financial statements does not itself imply that assets of any consolidated entity (including any special-purpose entity formed for a particular project) are available to pay the liabilities of any other consolidated entity, or that the liabilities of any other consolidated entity (including any special-purpose entity formed for a particular project) are obligations of any other consolidated entity. Investments in real estate joint ventures for which the Company has the ability to exercise significant influence over, but for which the Company does not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, the Company’s share of the earnings of these joint ventures is included in consolidated net income. All intercompany accounts and transactions have been eliminated in consolidation.

The Company owns 100% of the non-voting and voting common stock of Ramco-Gershenson, Inc. (“Ramco”), and therefore it is included in the consolidated financial statements. Ramco has elected to be a taxable REIT subsidiary for federal income tax purposes. Ramco provides property management services to the Company and to other entities. See Note 19 for management fees earned from related parties.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and reported amounts that are not readily apparent from other sources. Actual results could differ from those estimates.

Listed below are certain significant estimates and assumptions used in the preparation of the Company’s consolidated financial statements.

Reclassifications

Certain reclassifications of prior period amounts have been made in the financial statements in order to conform to the 2008 presentation. The reclassifications included the retrospective adoption of Statement of Financial Accounting Standard (“SFAS”) No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment to ARB 51” (“SFAS 160”), and the adoption of FASB Staff Position No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based

F-7

Payment Transactions are Participating Securities” (“FSP EITF 03-6-1”), as further described below. The reclassifications had no impact on previously reported net income available to common shareholders or earnings per share.

Allowance for Doubtful Accounts

The Company provides for bad debt expense based upon the allowance method of accounting. The Company monitors the collectibility of its accounts receivable (billed and unbilled, including straight-line) from specific tenants, and analyzes historical bad debts, customer credit worthiness, current economic trends and changes in tenant payment terms when evaluating the adequacy of the allowance for bad debts. When tenants are in bankruptcy, the Company makes estimates of the expected recovery of pre-petition and post-petition claims. The period to resolve these claims can exceed one year. Accounts receivable in the accompanying balance sheets is shown net of an allowance for doubtful accounts of $4,287 and $3,313 as of December 31, 2008 and 2007, respectively.


	2008			2007			2006
Allowance for doubtful accounts:
Balance at beginning of year	$	3,313		$	2,913		$	2,017
Charged to expense		2,013			1,157			1,585
Write offs		(1,039	)		(757	)		(689	)

Balance at end of year	$	4,287		$	3,313		$	2,913

Accounting for the Impairment of Long-Lived Assets and Equity Investments

The Company periodically reviews whether events and circumstances subsequent to the acquisition or development of long-lived assets, or intangible assets subject to amortization, have occurred that indicate the remaining estimated useful lives of those assets may warrant revision or that the remaining balance of those assets may not be recoverable. If events and circumstances indicate that the long-lived assets should be reviewed for possible impairment, the Company uses projections to assess whether future cash flows, on a non-discounted basis, for the related assets are likely to exceed the recorded carrying amount of those assets to determine if a write-down is appropriate. For investments accounted for on the equity method, the Company considers whether declines in the fair value of the investment below its carrying amount are other than temporary. If the Company identifies an impairment, it reports a loss to the extent that the carrying value of an impaired asset exceeds its fair value as determined by valuation techniques appropriate in the circumstances.

In determining the estimated useful lives of intangible assets with finite lives, the Company considers the nature, life cycle position, and historical and expected future operating cash flows of each asset, as well as its commitment to support these assets through continued investment.

In 2008, the Company recognized a $5,103 loss on the impairment of its Ridgeview Crossing shopping center in Elkin, North Carolina. The non-cash impairment charge is included in “loss on impairment of real estate assets” on the consolidated statements of income and comprehensive income. There were no impairment charges for the years ended December 31, 2007 and 2006.

Revenue Recognition

Shopping center space is generally leased to retail tenants under leases which are accounted for as operating leases. The Company recognizes minimum rents on the straight-line method over the terms of the leases, commencing when the tenant takes possession of the space, as required under Statement of Financial Accounting Standards (“SFAS”) No. 13, “Accounting for Leases.” Certain of the leases also provide for additional revenue based on contingent percentage income, which is recorded on an accrual basis once the specified target that triggers this type of income is achieved. The leases also typically provide for recoveries from tenants of common area maintenance, real estate taxes and other operating expenses. These recoveries are recognized as revenue in the period the applicable costs are incurred. Revenue from fees and management income are recognized in the period in which the services have been provided and the earnings process is complete. Lease termination income is recognized when a lease termination agreement is executed by the parties and the tenant vacates the space.

Straight line rental income was greater than the current amount required to be paid by the Company’s tenants by $1,641, $1,338 and $2,139 for the years ended December 31, 2008, 2007 and 2006, respectively.

F-8

Revenues from the Company’s largest tenant, TJ Maxx/Marshalls, amounted to 3.6% of its annualized base rent for the years ended December 31, 2008 and 2007, and 3.7% for year ended December 31, 2006.

Gain on sale of properties and other real estate assets are recognized when it is determined that the sale has been consummated, the buyer’s initial and continuing investment is adequate, the Company’s receivable, if any, is not subject to future subordination, and the buyer has assumed the usual risks and rewards of ownership of the assets.

Accounting Policies

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Income Tax Status

The Company conducts its operations with the intent of meeting the requirements applicable to a REIT under sections 856 through 860 of the Internal Revenue Code. In order to maintain its qualification as a REIT, the Company is required to distribute annually at least 90% of its REIT taxable income, excluding net capital gain, to its shareholders. As long as the Company qualifies as a REIT, it will generally not be liable for federal corporate income taxes.

Certain of the Company’s operations, including property management and asset management, as well as ownership of certain land, are conducted through taxable REIT subsidiaries, (each, a “TRS”). A TRS is a C corporation that has not elected REIT status and, as such, is subject to federal corporate income tax. The Company uses the TRS format to facilitate its ability to provide certain services and conduct certain activities that are not generally considered as qualifying REIT activities.

During the years ended December 31, 2008, 2007, and 2006, the Company sold various properties and land parcels at a gain, resulting in both a federal and state tax liability. Tax liabilities of $2,237, $4,418, and $2,253 have been netted against the gain on sale of real estate assets in the Company’s consolidated statements of income for the years ended December 31, 2008, 2007, and 2006, respectively.

The Company had no unrecognized tax benefits as of December 31, 2008. The Company expects no significant increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of December 31, 2008. The Company has no interest or penalties relating to income taxes recognized in the statement of operations for the twelve months ended December 31, 2008 or in the balance sheet as of December 31, 2008. It is the Company’s accounting policy to classify interest and penalties relating to unrecognized tax benefits as interest expense and tax expense, respectively. As of December 31, 2008, returns for the calendar years 2005 through 2007 remain subject to examination by the Internal Revenue Service (“IRS”) and various state and local tax jurisdictions. As of December 31, 2008, certain returns for calendar year 2004 also remain subject to examination by various state and local tax jurisdictions.

Real Estate

The Company records real estate assets at cost less accumulated depreciation. Direct costs incurred for the acquisition, development and construction of properties are capitalized. For redevelopment of an existing operating property, the undepreciated net book value plus the direct costs for the construction incurred in connection with the redevelopment are capitalized to the extent such costs do not exceed the estimated fair value when complete.

Depreciation is computed using the straight-line method and estimated useful lives for buildings and improvements of 40 years and equipment and fixtures of 5 to 10 years. Expenditures for improvements to tenant spaces are capitalized as part of buildings and improvements and are amortized over the life of the initial term of each lease or the useful life of the asset. The Company commences depreciation of the asset once the improvements have been completed and the premise is placed into service. Expenditures for normal, recurring, or periodic maintenance are charged to expense when incurred. Renovations which improve or extend the life of the asset are capitalized.

Other Assets

Other assets consist primarily of prepaid expenses, proposed development and acquisition costs, financing and leasing costs. Financing and leasing costs are amortized using the straight-line method over the terms of the respective agreements. Should a tenant terminate its lease, the unamortized portion of the leasing cost is expensed. Unamortized financing costs are expensed

F-9

when the related agreements are terminated before their scheduled maturity dates. Proposed development and acquisition costs are deferred and transferred to construction in progress when development commences or expensed if development is not considered probable.

Purchase Accounting for Acquisitions of Real Estate and Other Assets

Acquired real estate assets have been accounted for using the purchase method of accounting and accordingly, the results of operations are included in the consolidated statements of income from the respective dates of acquisition. The Company allocates the purchase price to (i) land and buildings based on management’s internally prepared estimates and (ii) identifiable intangible assets or liabilities generally consisting of above-market and below-market leases and in-place leases, which are included in other assets or accrued expenses in the consolidated balance sheets. The Company uses estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques, including management’s analysis of comparable properties in the existing portfolio, to allocate the purchase price to acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt with a stated interest rate that is significantly different from market interest rates for similar debt instruments is recorded at its fair value based on estimated market interest rates at the date of acquisition.

The estimated fair value of above-market and below-market in-place leases for acquired properties is recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease.

The aggregate fair value of other intangible assets consisting of in-place, at market leases, is estimated based on internally developed methods to determine the respective property values. Factors considered by management in their analysis include an estimate of costs to execute similar leases and operating costs saved.

The fair value of above-market in-place leases and the fair value of other intangible assets acquired are recorded as identified intangible assets, included in other assets, and are amortized as reductions of rental revenue over the remaining term of the respective leases. The fair value of below-market in-place leases are recorded as deferred credits and are amortized as additions to rental income over the remaining terms of the respective leases. Should a tenant terminate its lease, the unamortized portion of the in-place lease value would be expensed or taken to income immediately as appropriate.

Investments in Unconsolidated Entities

The Company accounts for its investments in unconsolidated entities using the equity method of accounting, as the Company exercises significant influence over, but does not control, these entities. In assessing whether or not the Company controls an entity, it applies the criteria of FIN 46R, “Consolidation of Variable Interest Entities”. Variable interest entities within the scope of FIN 46R are required to be consolidated by their primary beneficiary. The primary beneficiary of a variable interest entity is determined to be the party that absorbs a majority of the entity’s expected losses, receives a majority of its expected returns, or both. The Company has evaluated the applicability of FIN 46R to its investments in and advances to its joint ventures and has determined that these ventures do not meet the criteria of a variable interest entity and, therefore, consolidation of these ventures is not required. The Company’s investments in unconsolidated entities are initially recorded at cost, and subsequently adjusted for equity in earnings and cash contributions and distributions.

Fair Value Measurements

F-10

be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including but not limited to estimates of future cash flows, could impact the calculation of current or future values. The adoption of SFAS 157 for assets and liabilities did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. For further discussion on fair value and SFAS 157, see Note 11.

Derivative Financial Instruments

The Company recognizes all derivative financial instruments in the consolidated financial statements at fair value. Changes in fair value of derivative financial instruments that qualify for hedge accounting are recorded in shareholders’ equity as a component of accumulated other comprehensive income or loss.

In managing interest rate exposure on certain floating rate debt, the Company at times enters into interest rate protection agreements. The Company does not utilize these arrangements for trading or speculative purposes. The differential between fixed and variable rates to be paid or received is accrued monthly, and recognized currently in the consolidated statements of income. The Company is exposed to credit loss in the event of non-performance by the counter party to the interest rate swap agreements; however, the Company does not anticipate non-performance by the counter party.

Recognition of Stock-Based Compensation Expense

On January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”). This Statement requires the Company to recognize the cost of its employee stock option and restricted stock awards in its consolidated statement of income based upon the grant date fair value. According to SFAS 123R, the total cost of the Company’s share-based awards is equal to their grant date fair value and is recognized over the service periods of the awards. The Company adopted the fair value recognition provisions of SFAS 123R using the modified prospective transition method. Under the modified prospective transition method, the Company began to recognize as expense the cost of unvested awards outstanding as of January 1, 2006.

Retrospective Adjustments Related to Noncontrolling Interest in Subsidiaries and Earnings Per Share

Effective January 1, 2009, the Company adopted the provisions of SFAS 160 retrospectively, which requires noncontrolling interests to be treated as a separate component of equity, not as a liability or other item outside of permanent equity. Consolidated net income and comprehensive income is required to include the noncontrolling interest’s share. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. Upon adoption of SFAS 160, the carrying amount of noncontrolling interest in subsidiaries reclassified to permanent equity as of December 31, 2008 and 2007 was $39.3 million and $41.2 million, respectively. As a result of these reclassifications, total shareholders’ equity at December 31, 2008 and 2007 increased to $313.0 million and $322.8 million from the $273.2 million and $281.4 million amounts previously reported, respectively.

Further, as a result of the adoption of SFAS 160, net income attributable to the noncontrolling interest in subsidiaries is now excluded from the determination of net income attributable to the parent. In addition, the individual component of other comprehensive income is now presented in the aggregate, with the portion attributable to noncontrolling interests deducted from comprehensive income attributable to common shareholders. Corresponding reclassifications have also been made to the accompanying consolidated statements of cash flows within net cash provided by operating activities.

F-11

Noncontrolling interest in subsidiaries for the years ending December 31 consisted of the following:


	2008			2007			2006

Noncontrolling interest in subsidiaries at January 1	$	41,240		$	39,601		$	38,415
Net income attributable to noncontrolling interest in subsidiaries		3,931			7,310			6,471
Distributions to noncontrolling interest holders		(5,437	)		(5,522	)		(5,329	)
Other comprehensive income (loss) attributable to noncontrolling interest in subsidiaries		(410	)		(149	)		44

Total noncontrolling interest in subsidiaries at December 31	$	39,324		$	41,240		$	39,601

2. Recent Accounting Pronouncements

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”, (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of non-governmental entities that are presented in conformity with generally accepted accounting principles. This standard was effective November 13, 2008. The adoption of the provisions of SFAS 162 did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

3. Discontinued Operations

As of December 31, 2005, nine properties were classified as Real Estate Assets Held for Sale in the Company’s consolidated balance sheet when it was determined that the assets were in markets which were no longer consistent with the long-term objectives of the Company and a formal plan to sell the properties was initiated. These properties were located in eight states and had an aggregate GLA of approximately 1.3 million square feet. The properties had an aggregate cost of $75,794 and were presented net of accumulated depreciation of $13,799 as of December 31, 2005.

F-12

On January 23, 2006, the Company sold seven of these properties held for sale for $47,000 in aggregate, resulting in a gain of approximately $1,075. The proceeds from the sale were used to pay down the Company’s Unsecured Revolving Credit Facility. Total revenue for the seven properties was $542 for the year ended December 31, 2006. The remaining two properties held for sale were added back to continuing operations as of December 31, 2006.

In June 2008, the Company sold Highland Square Shopping Center in Crossville, Tennessee, to a third party for approximately $9,200 in net proceeds. The transaction resulted in a loss on the sale of $427, for the year ended December 31, 2008. Total revenue for Highland Square was $413, $969 and $979 for the years ended December 31, 2008, 2007, and 2006, respectively.

All periods presented reflect the operations of these eight properties as discontinued operations on the consolidated statements of income and comprehensive income in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”.

As of December 31, 2008 and 2007, the Company had not classified any properties as Real Estate Assets Held for Sale in its consolidated balance sheets, respectively.

4. Accounts Receivable, Net

Accounts receivable includes $17,605 and $16,610 of unbilled straight-line rent receivables at December 31, 2008 and 2007.

Accounts receivable at December 31, 2008 and 2007 included $2,258 and $2,221, respectively, due from Atlantic Realty Trust (“Atlantic”) for reimbursement of tax deficiencies and interest related to the Internal Revenue Service (“IRS”) examination of the Company’s taxable years ended December 31, 1991 through 1995. Under terms of the tax agreement the Company entered into with Atlantic (“Tax Agreement”), Atlantic assumed all of the Company’s liability for tax and interest arising out of that IRS examination. Effective June 30, 2006, Atlantic was merged into (acquired by) Kimco SI 1339, Inc. (formerly known as SI 1339, Inc.), a wholly owned subsidiary of Kimco Realty Corporation (“Kimco”), with Kimco SI 1339, Inc. continuing as the surviving corporation. By way of the merger, Kimco SI 1339, Inc. acquired Atlantic’s assets, subject to its liabilities, including its obligations to the Company under the Tax Agreement. See Note 20.

F-13

5. Investment in Real Estate, Net

Investment in real estate, net at December 31 consisted of the following:


	2008			2007

Land	$	144,422		$	136,566
Buildings and improvements		813,705			883,067
Construction in progress		46,982			25,739

		1,005,109			1,045,372
Less: accumulated depreciation		(174,717	)		(168,962	)

Investment in real estate, net	$	830,392		$	876,410

6. Property Acquisitions and Dispositions

Acquisitions:

The Company had no acquisitions of wholly owned shopping center properties in the year ended December 31, 2008. However, the Company acquired various parcels of land for development purposes totaling approximately $11,640 in 2008.

During 2007, the Company acquired the remaining 80% interest in Ramco Jacksonville LLC an entity that was formed to develop a shopping center in Jacksonville, Florida. The Company acquired three properties during 2006 at an aggregate cost of $20,479 and one property during 2005 at an aggregate cost of $22,400. The Company allocated the purchase price of acquired property between land, building and other identifiable intangible assets and liabilities, such as amounts related to in-place leases and acquired below-market leases.

Purchase

Acquisition Date

Property Name

Property Location

Price

2008:

None

—

2007:

None

—

2006:

April

Paulding Pavilion*

Hiram, GA

8,379

August

Collins Pointe Plaza**

Cartersville, GA

6,250

November

Aquia Towne Center II

Stafford, VA

5,850

Total

20,479


*		The Operating Partnership acquired Paulding Pavilion in April 2006. Subsequent to the acquisition, the Operating Partnership sold Paulding Pavilion to a joint venture in which the Operating Partnership holds a 20% ownership percentage.

**		The Operating Partnership acquired Collins Pointe Plaza in August 2006. Subsequent to the acquisition, the Operating Partnership sold Collins Pointe Plaza to a joint venture in which the Operating Partnership holds a 20% ownership percentage.

Dispositions:

In June 2008, the Company sold Highland Square Shopping Center in Crossville, Tennessee, to a third party. The transaction resulted in a loss on the sale of $427 in 2008. Income from operations and the loss on sale relating to Highland

F-14

Square are classified in discontinued operations on the consolidated statements of income and comprehensive income for all periods presented. See Note 3.

In August 2008, the Company sold the Plaza at Delray shopping center in Delray Beach, Florida, to a joint venture in which it has a 20% ownership interest. Permanent financing for the shopping center was secured by the joint venture in the amount of $48,000 for five years at an interest rate of 6.0%. The transaction allowed the Company to pay down $43,000 in long-term debt. The Company recognized a gain of $8,213, net of taxes, on the sale of this center, which represents the gain attributable to the joint venture partner’s 80% ownership interest.

During 2008, the Company sold various parcels of land resulting in a total net gain of $1,477.

In March 2007, the Company sold its ownership interest in Chester Springs Shopping Center to a joint venture in which it has a 20% ownership interest. The joint venture assumed debt of $23,800 in connection with the sale of this center and the Company recognized a gain of $21,801, net of taxes, on the sale of this center, which represents the gain attributable to the joint venture partner’s 80% ownership interest.

In June 2007, the Company also sold its ownership interest in Kissimmee West and Shoppes of Lakeland to a joint venture in which it has a 7% ownership interest. The Company recognized a gain of $8,104 net of taxes, on the sale of these centers which represents the gain attributable to the joint venture partner’s 93% ownership interest.

In July 2007, the Company sold its ownership interest in Paulding Pavilion to a joint venture in which it has a 20% ownership interest. The joint venture assumed debt of $4,675 in connection with the sale of this center and the Company recognized a gain of $207, net of taxes on the sale of this center, which represents the gain attributable to the joint venture partner’s 80% ownership interest.

In December 2007, the Company sold its ownership interest in Mission Bay Plaza to a joint venture in which it has a 30% ownership interest. The joint venture assumed debt of $40,500 in connection with the sale of this center. The joint venture’s initial investment was not sufficient to allow the Company to recognize the gain attributable to the joint venture partner’s 70% ownership interest, therefore, $11,700 of the gain was deferred in 2007. In January 2008, the proceeds were received and the Company recognized the gain of $11,700.

During 2007, the Company sold various parcels of land adjacent to its River City Marketplace shopping center to third parties. These land sales resulted in a total net gain of $2,774. In addition, the Company sold other real estate during 2007 for a loss of $243.

In January 2006, the Company sold seven shopping centers held for sale for $47,000 in aggregate, resulting in a gain of approximately $1,075. See Note 3.

During 2006, the Company sold its ownership interests in Collins Pointe Plaza, Crofton Centre, and Merchants Square to two separate joint ventures in which it has a 20% ownership interest. In connection with the sale of these centers to the joint ventures, the Company recognized a gain of $19,162, on the sale of these centers which represents the gain attributable to the joint venture partner’s 80% ownership interest.

During 2006, the Company sold the remaining land at its Whitelake Marketplace shopping center, as well as land and building to an existing tenant at its Lakeshore Marketplace shopping center. In addition, throughout 2006 the Company sold land adjacent to its River City Marketplace shopping center to third parties. These sales resulted in a total net gain of $4,226.

F-15

7. Equity Investments in and Advances to Unconsolidated Entities

As of December 31, 2008, the Company had investments in the following unconsolidated entities:


				Total Assets		Total Assets
	Ownership as of			as of		as of
Unconsolidated Entities	December 31, 2008			December 31, 2008		December 31, 2007

S-12 Associates		50	%	$	661	$	663
Ramco/West Acres LLC		40	%		9,877		10,232
Ramco/Shenandoah LLC		40	%		15,592		16,452
Ramco/Lion Venture LP		30	%		536,446		564,291
Ramco 450 Venture LLC		20	%		362,885		274,057
Ramco 191 LLC		20	%		23,240		19,028
Ramco RM Hartland SC LLC		20	%		19,760		17,926
Ramco HHF KL LLC		7	%		52,461		53,857
Ramco HHF NP LLC		7	%		28,126		28,213
Ramco Jacksonville North Industrial LLC		5	%		1,257		1,193

				$	1,050,305	$	985,912

In 2007, we formed Ramco RM Hartland SC LLC (formerly Ramco Highland Disposition LLC) to develop a traditional shopping center in Hartland, Michigan. We own 20% of the joint venture and our joint venture partner owns 80%.

In 2007, we formed Ramco HHF KL LLC, a joint venture with a discretionary fund managed by Heitman LLC that invests in core assets. We own 7% of the joint venture and our joint venture partner owns 93%. In June 2007, we sold Shoppes of Lakeland in Lakeland, Florida and Kissimmee West in Kissimmee, Florida to the joint venture. The Company recognized 93% of the gain on the sale of these two centers to the joint venture, representing the gain attributable to the joint venture partner’s 93% ownership interest. The remaining 7% of the gain on the sale of these two centers has been deferred and recorded as a reduction in the carrying amount of the Company’s equity investments in and advances to unconsolidated entities.

In 2007, we formed Ramco Jacksonville North Industrial LLC, a joint venture formed to develop land adjacent to our River City Marketplace shopping center. We own 5% of the joint venture and our joint venture partner owns 95%.

In 2006, the Company formed Ramco 450 Venture LLC, a joint venture with an investor advised by Heitman LLC. The joint venture will acquire up to $450 million of core and core-plus community shopping centers located in the Midwestern and Mid-Atlantic United States. The Company owns 20% of the equity in the joint venture and its joint venture partner owns 80%. In December 2006, the Company sold its Merchants Square shopping center in Carmel, Indiana and its Crofton Centre shopping center in Crofton, Maryland to the joint venture. The Company sold its Chester Springs shopping center and its Plaza at Delray shopping center to the joint venture in 2007 and 2008, respectively. The Company recognized 80% of the gain on the sale of these four centers to the joint venture, representing the gain attributable to the joint venture partner’s 80% ownership interest. The remaining 20% of the gain on the sale of these two centers has been deferred and recorded as a reduction in the carrying amount of the Company’s equity investments in and advances to unconsolidated entities.

F-16

Ramco 450 Venture LLC acquired the following shopping centers:


		Property	Purchase		Debt
Acquisition Date	Property Name	Location	Price		Assumed

2008
August	Plaza at Delray *	Delray Beach, FL	$	71,800	$	—


2007
February	Peachtree Hill	Duluth, GA	$	54,100	$	—
March	Chester Springs *	Chester, NJ		24,100		23,800
October	Shops on Lane Avenue	Upper Arlington, OH		45,200		—
October	Upper Arlington 450 LLC	Upper Arlington, OH		800		—
December	Olentangy Plaza	Columbus, OH		33,000		—
December	Market Plaza	Glen Ellyn, IL		36,000		—

			$	193,200	$	23,800

2006
December	Crofton Centre *	Crofton, MD	$	25,000	$	—
December	Merchants' Square *	Carmel, IN		45,900		21,500

			$	70,900	$	21,500


*		Acquired from the Company

In 2006, the Company also formed Ramco 191 LLC, a joint venture with Heitman Value Partners Investments LLC to acquire neighborhood, community or power shopping centers with significant value-added opportunities in infill locations in metropolitan trade areas. The Company owns 20% of the joint venture and its joint venture partner owns 80%. During 2007, the Company sold Paulding Pavilion to the joint venture. The Company recognized 80% of the gain on the sale of this center to the joint venture, representing the gain attributable to the joint venture partner’s 80% ownership interest. The remaining 20% of the gain on the sale of this center has been deferred and recorded as a reduction in the carrying amount of the Company’s equity investments in and advances to unconsolidated entities. During 2006, the Company sold Collins Pointe Plaza to the joint venture. The Company recognized 80% of the gain on the sale of this center to the joint venture, representing the gain attributable to the joint venture partner’s 80% ownership interest. The remaining 20% of the gain on the sale of this center has been deferred and recorded as a reduction in the carrying amount of the Company’s equity investments in and advances to unconsolidated entities.

Ramco 191 LLC acquired the following shopping centers:

Property

Purchase

Debt

Acquisition Date

Property Name

Location

Price

Assumed

2007

July

Paulding Pavilion *

Hiram, GA

8,400

4,675

2006

December

Collins Pointe *

Carterville, GA

6,300

—


*		Acquired from the Company

In December 2004, the Company formed Ramco/Lion Venture LP (“RLV”) with affiliates of Clarion Lion Properties Fund (“Clarion”), a private equity real estate fund sponsored by ING Clarion Partners. The Company owns 30% of the equity in RLV and Clarion owns 70%.

F-17

Ramco/Lion Venture LP acquired the following shopping centers:


		Property	Purchase		Debt
Acquisition Date	Property Name	Location	Price		Assumed
2007
January	Cocoa Commons	Cocoa, FL	$	13,500	$	—
March	Cypress Point	Clearwater, FL		24,500		14,500
August	The Shops at Old Orchard	West Bloomfield, MI		13,500		—
December	Mission Bay Plaza *	Boca Raton, FL		73,500		40,500

			$	125,000	$	55,000

2006
December	Troy Home Expo	Troy, MI	$	13,350	$	—


2005
January	Oriole Plaza	Delray Beach, FL	$	23,200	$	12,334
February	Martin Square	Stuart, FL		23,200		14,364
February	West Broward Shopping Center	Plantation, FL		15,800		10,201
February	Marketplace of Delray	Delray Beach, FL		28,100		17,482
March	Winchester Square	Rochester, MI		53,000		31,189
March	Hunter's Square	Farmington Hills, MI		75,000		40,450
May	Millennium Park	Livonia, MI		53,100		—
December	Troy Marketplace	Troy, MI		36,500		—
December	Gratiot Crossing	Chesterfield Township, MI		22,500		—

			$	330,400	$	126,020


*		Acquired from the Company

Debt

The Company’s unconsolidated entities had the following debt outstanding at December 31, 2008:


	Balance		Interest
Unconsolidated Entities	outstanding		Rate			Maturity Date

S-12 Associates	$	905		6.8	%	May 2016	(1)
Ramco/West Acres LLC		8,697		8.1	%	April 2030	(2)
Ramco/Shenandoah LLC		12,042		7.3	%	February 2012
Ramco/Lion Venture LP		272,731				Various	(3)
Ramco 450 Venture LLC		222,750				Various	(4)
Ramco 191 LLC		8,419		1.9	%	June 2010
Ramco RM Hartland SC, LLC		8,505		4.6	%	July 2009
Ramco RM Hartland SC, LLC		5,993		13.0	%	October 2009
Ramco Jacksonville North Industrial LLC		723		2.7	%	September 2009

	$	540,765


(1)		Interest rate resets per formula annually.

(2)		Under terms of the note, the anticipated payment date is April 2010.

(3)		Interest rates range from 4.6% to 8.3%, with maturities ranging from November 2009 to June 2020.

(4)		Interest rates range from 3.6% to 6.0% with maturities ranging from February 2009 to January 2018.

F-18

Fees and Management Income from Transactions with Joint Ventures

Under the terms of agreements with joint ventures, Ramco is the manager of the joint ventures and their properties, earning fees for acquisitions, development, management, leasing, and financing. The fees earned by Ramco, which are reported in the Company’s consolidated statements of income and comprehensive income as fees and management income, are summarized as follows:


	2008		2007		2006

Management fees	$	2,848	$	1,944	$	1,182
Leasing fees		958		585		1,279
Acquisition fees		675		2,868		2,338
Financing fees		300		989		66

Total	$	4,781	$	6,386	$	4,865

Concurrently with the sale of Plaza at Delray to Ramco 450 Venture LLC, during 2008, the Company entered into a Master Lease agreement for vacant tenant space at the center. Under terms of the agreement, the Company is responsible for minimum rent and recoveries of operating expense for a period of one year ending August 2009, or until such time that the spaces are leased. During 2008, the Company paid $204 to the joint venture as required under the agreements.

In 2007, as part of the sale of Kissimmee West and Shoppes of Lakeland to Ramco HHF KL LLC, the Company entered into Master Lease agreements for vacant tenant space at each of the two centers. Under terms of the agreements, the Company is responsible for minimum rent, recoveries of operating expense, and future tenant allowance, if any, for a period ending June 2009, or until such time that the spaces are leased. The Company paid $414 and $197 in 2008 and 2007, respectively, to the joint venture as required under the agreements.

Combined Condensed Financial Information

Combined condensed financial information of the Company’s unconsolidated entities is summarized as follows:


	2008		2007		2006
ASSETS
Investment in real estate, net	$	1,012,752	$	921,107	$	576,428
Other assets		37,553		64,805		19,214

Total Assets	$	1,050,305	$	985,912	$	595,642

LIABILITIES
Mortgage notes payable	$	540,766	$	472,402	$	343,094
Other liabilities		25,641		47,615		23,143
Owners’ equity		483,898		465,895		229,405

Total Liabilities and Owners’ Equity	$	1,050,305	$	985,912	$	595,642

Company’s equity investments in and advances to unconsolidated entities	$	95,867	$	117,987	$	75,824


TOTAL REVENUES	$	97,994	$	70,445	$	51,379
TOTAL EXPENSES		86,894		61,697		41,370

Net Income	$	11,100	$	8,748	$	10,009


Company’s share of earnings from unconsolidated entities	$	2,506	$	2,496	$	3,002

8. Acquisition of Properties Formerly Owned by Joint Ventures

In March 2005, the Company formed Ramco Jacksonville, LLC (“Jacksonville”) to develop a shopping center in Jacksonville, Florida. The Company invested $929 for a 20% interest in Jacksonville and an unrelated party contributed capital of $3,715 for an 80% interest. The Company also transferred land and certain improvements to the joint venture in the amount

F-19

of $7,994 and $1,072 of cash for a note receivable from the joint venture in the aggregate amount of $9,066. The note receivable was paid by Jacksonville in 2005. On June 30, 2005, Jacksonville obtained a construction loan and mezzanine financing from a financial institution, in the amount of $58,772.

In April 2007, the Company acquired the remaining 80% interest in Jacksonville for $5,100 in cash and the assumption of a $75,000 mortgage note payable due April 2017. The Company has consolidated Jacksonville in its results of operations since the date of the acquisition.

In March 2004, the Company formed Beacon Square Development LLC (“Beacon Square”) and invested $50 for a 10% interest in Beacon Square and an unrelated party contributed capital of $450 for a 90% interest. The Company also transferred land and certain improvements to the joint venture for an amount equal to its cost and received a note receivable from the joint venture in the same amount, which was subsequently repaid.

In July 2006, the Company acquired the remaining 90% ownership interest in Beacon Square for $590 in cash and the assumption of the variable rate construction loan and the mezzanine fixed rate debt. The total debt assumed in connection with the acquisition of the remaining ownership interest was $7,521. The Company has consolidated Beacon Square in its results of operations since the date of the acquisition.

The acquisitions of the additional interests in these above-mentioned shopping centers were accounted for using the purchase method of accounting and the results of operations have been included in the consolidated financial statements since the date of acquisitions. The excess of the fair value over the net book basis of the interest in the above-mentioned shopping centers have been allocated to land, buildings and, as applicable, identifiable intangibles.

Prior to acquiring these additional interests in the above mentioned shopping centers, the Company accounted for the shopping centers using the equity method of accounting.

9. Other Assets, Net

Other assets at December 31 were as follows:


	2008			2007

Leasing costs	$	38,980		$	35,646
Intangible assets		5,836			6,673
Deferred financing costs		6,626			5,818
Other		5,904			5,400

		57,346			53,537
Less: accumulated amortization		(34,320	)		(29,956	)

		23,026			23,581
Prepaid expenses and other		12,967			12,079
Proposed development and acquisition costs		1,352			1,901

Other assets, net	$	37,345		$	37,561

Intangible assets at December 31, 2008 included $4,526 of lease origination costs and $1,228 of favorable leases related to the allocation of the purchase prices for acquisitions made since 2002. These assets are being amortized over the lives of the applicable leases as reductions or additions to minimum rent revenue, as appropriate, over the initial terms of the respective leases.

At December 31, 2008 and 2007, $1,994 and $2,943, respectively, of intangible assets, net of accumulated amortization of $3,761 and $3,649, respectively, were included in other assets in the consolidated balance sheets. Of this amount, approximately $1,543 and $2,351, respectively, was attributable to in-place leases, principally lease origination costs and $451 and $592, respectively, was attributable to above-market leases. Included in accounts payable and accrued expenses at December 31, 2008 and 2007 were intangible liabilities related to below-market leases of $706 and $1,052, respectively, and an adjustment to increase debt to fair market value in the amount of $588 and $843, respectively. The lease-related intangible assets and liabilities are being amortized over the terms of the acquired leases, which resulted in additional expense of

F-20

approximately $130, $264 and $335, respectively, and an increase in revenue of $221, $343 and $457, respectively, for the years ended December 31, 2008, 2007, and 2006. The adjustment of debt decreased interest expense by $254 and $267 for the years ended December 31, 2008 and 2006, respectively and increased interest expense by $46 for the year ended December 31, 2007.

The average amortization period for intangible assets attributable to lease origination costs and for favorable leases is 5.5 years and 4.5 years, respectively.

The Company recorded amortization of deferred financing costs of $971, $1,166, and $1,129, respectively, during the years ended December 31, 2008, 2007, and 2006. This amortization has been recorded as interest expense in the Company’s consolidated statements of income.

The following table represents estimated aggregate amortization expense related to other assets as of December 31, 2008:


Year Ending December 31,

2009	$	6,230
2010		4,337
2011		3,325
2012		2,505
2013		1,825
Thereafter		4,804

Total	$	23,026

F-21

10. Mortgages and Notes Payable

Mortgages and notes payable at December 31 consisted of the following:


	2008		2007

Fixed rate mortgages with interest rates ranging from 4.8% to 8.1%, due at various dates from December 2009 through May 2018	$	354,253	$	395,140

Floating rate mortgages with interest rates ranging from 3.4% to 3.9%, due at various dates from March 2009 through November 2009		15,023		16,336

Secured Revolving Credit Facility, with an interest rate at LIBOR plus 325 basis points due December 2009. The effective rate at December 31, 2008 was 4.3%		40,000		—

Junior subordinated notes, unsecured, due January 2038, with an interest rate fixed until January 2013 when the notes are redeemable or the interest rate becomes LIBOR plus 330 basis points. The effective rate at December 31, 2008 and December 31, 2007 was 7.9%		28,125		28,125

Unsecured Term Loan Credit Facility, with an interest rate at LIBOR plus 130 to 165 basis points, due December 2010, maximum borrowings $100,000. The effective rate at December 31, 2008 and December 31, 2007 was 5.7% and 6.4%, respectively		100,000		100,000

Unsecured Revolving Credit Facility, with an interest rate at LIBOR plus 115 to 150 basis points, due December 2009, maximum borrowings $150,000. The effective rate at December 31, 2008 and December 31, 2007 was 3.0% and 6.4%, respectively		125,200		111,200

Secured Term Loan, with an interest rate at LIBOR plus 150 basis points, paid in full December 2008.		—		40,000


	$	662,601	$	690,801

The mortgage notes, both fixed rate and floating rate, are secured by mortgages on properties that have an approximate net book value of $445,195 as of December 31, 2008.

The Company has a $250,000 unsecured credit facility (the “Credit Facility”) consisting of a $100,000 unsecured term loan credit facility and a $150,000 unsecured revolving credit facility. The Credit Facility provides that the unsecured revolving credit facility may be increased by up to $100,000 at the Company’s request, dependent on there being a lender(s) willing to acquire the additional commitment, for a total unsecured revolving credit facility commitment of $250,000. The unsecured term loan credit facility matures in December 2010 and bears interest at a rate equal to LIBOR plus 130 to 165 basis points, depending on certain debt ratios. In October 2008, the Company exercised its option to extend the unsecured revolving credit facility to December 2009. The unsecured revolving credit facility bears interest at a rate equal to LIBOR plus 115 to 150 basis points, depending on certain debt ratios. The Company retains the option to extend the maturity date of the unsecured revolving credit facility to December 2010. It is anticipated that funds borrowed under the Credit Facility will be used for general corporate purposes, including working capital, capital expenditures, the repayment of indebtedness or other corporate activities.

In December 2008, the Company entered into a new $40,000 revolving credit facility securing The Town Center at Aquia. The Company utilized the proceeds from the secured revolving credit facility to retire the debt on three shopping centers. At its option, the Company can extend the maturity date of the secured revolving credit facility to December 2010.

F-22

At December 31, 2008, outstanding letters of credit issued under the Credit Facility, not reflected in the accompanying consolidated balance sheets, total approximately $1,776. These letters of credit reduce the availability under the Credit Facilty.

The Credit Facility and the secured term loan contain financial covenants relating to total leverage, fixed charge coverage ratio, loan to asset value, tangible net worth and various other calculations. As of December 31, 2008, the Company was in compliance with the covenant terms.

The mortgage loans encumbering the Company’s properties, including properties held by its unconsolidated joint ventures, are generally non-recourse, subject to certain exceptions for which the Company would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan but generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. In addition, upon the occurrence of certain events, such as fraud or filing of a bankruptcy petition by the borrower, the Company would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, including penalties and expenses.

We have entered into mortgage loans which are secured by multiple properties and contain cross-collateralization and cross-default provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that we default under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.

Under terms of various debt agreements, the Company may be required to maintain interest rate swap agreements to reduce the impact of changes in interest rates on its floating rate debt. The Company has interest rate swap agreements with an aggregate notional amount of $160,000 in effect at December 31, 2008. Based on rates in effect at December 31, 2008, the agreements provide for fixed rates ranging from 4.4% to 6.6% and expire January 2009 through December 2010.

The following table presents scheduled principal payments on mortgages and notes payable as of December 31, 2008:


Year Ending December 31,

2009	$	207,704
2010		126,580
2011		27,932
2012		34,011
2013		33,485
Thereafter		232,889

Total	$	662,601

With respect to the various fixed rate mortgages, floating rate mortgages, the Secured Revolving Credit Facility, and the Unsecured Revolving Credit Facility due in 2009 or extended under existing agreements, it is the Company’s intent to refinance these mortgages and notes payable. However, there can be no assurance that the Company will be able to refinance its debt on commercially reasonable or any other terms.

F-23

11. Fair Value

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Derivative instruments (interest rate swaps) are recorded at fair value on a recurring basis. Additionally, the Company, from time to time, may be required to record other assets at fair value on a nonrecurring basis.

Fair Value Hierarchy

As required under SFAS 157, the Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

These levels are:


Level 1		Valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2		Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3		Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability.

The following is a description of valuation methodologies used for the Company’s assets and liabilities recorded at fair value.

Derivative Assets and Liabilities

All derivative instruments held by the Company are interest rate swaps for which quoted market prices are not readily available. For those derivatives, the Company measures fair value on a recurring basis using valuation models that use primarily market observable inputs, such as yield curves. The Company classifies derivatives instruments as Level 2.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The table below presents the recorded amount of liabilities measured at fair value on a recurring basis as of December 31, 2008 (in thousands). The Company did not have any material assets that were required to be measured at fair value on a recurring basis at December 31, 2008.


	Total
	Fair Value			Level 1		Level 2			Level 3
Liabilities
Derivative liabilities (1)		($3,851	)	$	—		($3,851	)	$	—


(1)		Interest rate swaps

The carrying values of cash and cash equivalents, restricted cash, receivables and accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short maturity of these financial instruments. As of December 31, 2008 and 2007, the carrying amounts of the Company’s borrowings under variable rate debt approximated fair value.

F-24

The Company estimated the fair value of fixed rate mortgages using a discounted cash flow analysis, based on its incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity. The following table summarizes the fair value and net book value of properties with fixed rate debt as of December 31:


	2008		2007

Fair value of debt	$	467,835	$	494,843

Net book value	$	482,378	$	418,812

Considerable judgment is required to develop estimated fair values of financial instruments. Although the fair value of the Company’s fixed rate debt differs from the carrying amount, settlement at the reported fair value may not be possible or may not be a prudent management decision. The estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments.

12. Interest Rate Swap Agreements

As of December 31, 2008, the Company has $160,000 of interest rate swap agreements. Under the terms of certain debt agreements, the Company is required to maintain interest rate swap agreements in an amount necessary to ensure that the Company’s variable rate debt does not exceed 25% of its assets, as computed under the agreements, to reduce the impact of changes in interest rates on its variable rate debt. Based on rates in effect at December 31, 2008, the agreements provide for fixed rates ranging from 4.4% to 6.6% on a portion of the Company’s unsecured credit facility and expire on various dates from January 2009 through December 2010.

On the date the Company enters into an interest rate swap, the derivative is designated as a hedge against the variability of cash flows that are to be paid in connection with a recognized liability. Subsequent changes in the fair value of a derivative designated as a cash flow hedge that is determined to be highly effective are recorded in other comprehensive income (“OCI”) until earnings are affected by the variability of cash flows of the hedged transaction. The differential between fixed and variable rates to be paid or received is accrued, as interest rates change, and recognized currently as interest expense in the consolidated statement of income.

The following table summarizes the notional values and fair values of the Company’s derivative financial instruments as of December 31, 2008:


	Hedge	Notional		Fixed			Fair			Expiration
Underlying Debt	Type	Value		Rate			Value			Date

Credit Facility	Cash Flow	$	10,000		6.2	%	$	(5	)		01/2009
Credit Facility	Cash Flow		10,000		6.2	%		(5	)		01/2009
Credit Facility	Cash Flow		20,000		6.5	%		(151	)		03/2009
Credit Facility	Cash Flow		20,000		6.6	%		(219	)		03/2009
Credit Facility	Cash Flow		20,000		4.4	%		(683	)		12/2010
Credit Facility	Cash Flow		10,000		4.6	%		(359	)		12/2010
Credit Facility	Cash Flow		10,000		4.6	%		(359	)		12/2010
Credit Facility	Cash Flow		10,000		4.6	%		(371	)		12/2010
Credit Facility	Cash Flow		10,000		4.6	%		(371	)		12/2010
Credit Facility	Cash Flow		20,000		4.7	%		(664	)		12/2010
Credit Facility	Cash Flow		20,000		4.7	%		(664	)		12/2010

		$	160,000				$	(3,851	)

The change in fair market value of the interest rate swap agreements resulted in other comprehensive loss of $3,006 and $1,092 for the years ended December 31, 2008 and 2007, respectively, and resulted in other comprehensive income of $291 for the year ended December 31, 2006.

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13. Leases

Revenues

Approximate future minimum revenues from rentals under noncancelable operating leases in effect at December 31, 2008, assuming no new or renegotiated leases or option extensions on lease agreements are as follows:


Year Ending December 31,

2009	$	84,405
2010		80,067
2011		73,609
2012		63,449
2013		54,710
Thereafter		254,933

Total	$	611,173

Expenses

The Company has an operating lease for its corporate office space for a term expiring in 2014. The Company also has operating leases for office space in Florida and land at one of its shopping centers. In addition, the Company has a capitalized ground lease. Total amounts expensed relating to these leases were $1,538, $1,526 and $1,540 for the years ended December 31, 2008, 2007, and 2006, respectively.

Approximate future minimum rental expense under the Company’s noncancelable operating leases, assuming no option extensions, and the capitalized ground lease at one of its shopping centers, is as follows:


	Operating		Capital
Year Ending December 31:	Leases		Lease
2009	$	896	$	677
2010		909		677
2011		916		677
2012		938		677
2013		961		677
Thereafter		1,517		5,955

Total minimum lease payments		6,137		9,340
Less: amounts representing interest		—		(2,149	)

Total	$	6,137	$	7,191

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14. Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share (“EPS”) (in thousands, except per share data):


	2008			2007			2006
Numerator:
Income from continuing operations before noncontrolling interest	$	27,690		$	45,694		$	40,330
Noncontrolling interest in subsidiaries from continuing operations		(3,966	)		(7,270	)		(6,206	)
Preferred shares dividends		—			(3,146	)		(6,655	)
Loss on redemption of preferred shares		—			(1,269	)		—

Income from continuing operations available to RPT common shareholders		23,724			34,009			27,469
Discontinued operations, net of noncontrolling interest in subsidiaries:
Gain (loss) on sale of real estate assets		(400	)		—			914
Income from operations		177			251			586

Net income available to RPT common shareholders — basic (1)		23,501			34,260			28,969
Add Series C Preferred Share dividends		—			1,081			—

Net income available to RPT common shareholders — diluted (1)	$	23,501		$	35,341		$	28,969


Denominator:
Weighted-average common shares for basic EPS		18,471			17,851			16,665
Effect of dilutive securities:
Preferred shares		—			624			—
Options outstanding		7			54			51

Weighted-average common shares for diluted EPS		18,478			18,529			16,716


Basic EPS:
Income from continuing operations attributable to RPT common shareholders	$	1.28		$	1.91		$	1.65
Income (loss) from discontinued operations attributable to RPT common shareholders		(0.01	)		0.01			0.09

Net income attributable to RPT common shareholders	$	1.27		$	1.92		$	1.74


Diluted EPS:
Income from continuing operations attributable to RPT common shareholders	$	1.28		$	1.90		$	1.64
Income (loss) from discontinued operations attributable to RPT common shareholders		(0.01	)		0.01			0.09

Net income attributable to RPT common shareholders	$	1.27		$	1.91		$	1.73


(1)		During 2007, the Company’s Series C Preferred Shares were dilutive and therefore the Series C Preferred Shares were included in the calculation of diluted EPS. As of June 1, 2007, all of the Company’s Series C Preferred Shares had been redeemed. Therefore, for the year ended December 31, 2008, the Company’s Series C Preferred Shares were not included in the calculation of diluted EPS. In 2006, the Series C Preferred Shares were antidilutive and therefore not included in the calculation of diluted EPS.

15. Shareholders’ Equity

On April 2, 2007, the Company announced that it would redeem all of its outstanding 7.95% Series C Cumulative Convertible Preferred Shares of Beneficial Interest on June 1, 2007. As of June 1, 2007, 1,856,846 Series C Preferred Shares, or approximately 98% of the total outstanding as of the April 2007 redemption notice, had been converted into common shares of beneficial interest on a one-for-one basis. The remaining 31,154 Series C Cumulative Convertible Preferred Shares were

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redeemed on June 1, 2007, at the preferred redemption price of $28.50 resulting in a charge to equity of $35, plus accrued and unpaid dividends.

On October 8, 2007, the Company announced that it would redeem all of its outstanding 9.5% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest on November 12, 2007. The shares were redeemed at a redemption price of $25.00 per share, resulting in a charge to equity of approximately $1,234, plus accrued and unpaid dividends to the redemption date without interest.

The Company has a dividend reinvestment plan that allows for participating shareholders to have their dividend distributions automatically invested in additional shares of beneficial interest based on the average price of the shares acquired for the distribution.

16. Stock Compensation Plans

Incentive Plan and Stock Option Plans

2003 Long-Term Incentive Plan

In June 2003, the Company’s shareholders approved the 2003 Long-Term Incentive Plan (the “LTIP”) to allow the Company to grant employees the following: incentive or non-qualified stock options to purchase common shares of the Company, stock appreciation rights, restricted shares, awards of performance shares and performance units issuable in the future upon satisfaction of certain conditions and rights, such as financial performance based targets and market based metrics, as well as other stock-based awards as determined by the Compensation Committee of the Board of Trustees. The effective date of the Plan was March 5, 2003. Under terms of the Plan, awards may be granted with respect to an aggregate of not more than 700,000 shares, provided that no more than 300,000 shares may be issued in the form of incentive stock options. Options may be granted at per share prices not less than fair market value at the date of grant, and in the case of incentive options, must be exercisable within ten years thereof. Options granted under the Plan generally become exercisable one year after the date of grant as to one-third of the optioned shares, with the remaining options being exercisable over the following two-year period.

1996 Share Option Plan

Effective March 5, 2003, this plan was terminated, except with respect to awards outstanding. This plan allowed for the grant of stock options to executive officers and employees of the Company. Shares subject to outstanding awards under the 1996 Share Option Plan are not available for re-grant if the awards are forfeited or cancelled.

Option Deferral

In December 2003, the Company amended the plan to allow vested options to be exercised by tendering mature shares with a market value equal to the exercise price of the options. In December 2004, seven executives executed an option deferral election with regards to approximately 395,000 options at an average exercise price of $15.51 per option. In November 2006, one executive executed an option deferral election with regards to 25,000 options at an average exercise price of $16.38 per option. These elections allowed the employees to defer the receipt of the net shares they would receive at exercise. The deferred gain will remain in a deferred compensation account for the benefit of the employees for a period of five years, with up to two additional 24 month deferral periods.

The seven executives that executed an option deferral election in 2004 exercised 395,000 options by tendering approximately 190,000 mature shares and deferring receipt of approximately 205,000 shares under the option deferral election. The one executive that executed an option deferral election in 2006 exercised 25,000 options by tendering approximately 11,000 mature shares and deferring receipt of approximately 14,000 shares. As the Company declares dividend distributions on its common shares, the deferred options will receive their proportionate share of the distribution in the form of dividend equivalent cash payments that will be accounted for as compensation to the employees.

2008 Restricted Share Plan for Non-Employee Trustees

During 2008, the Company adopted the 2008 Restricted Share Plan for Non-Employee Trustees (the “Trustees’ Plan”) which provides for granting up to 160,000 restricted shares awards to non-employee trustees of the Company. Each non-employee trustee will be granted 2,000 on June 30 of each year. Each grant of 2,000 shares will vest ratably over three years on

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the anniversary of the grant date. Awards under the Trustees’ Plan are granted in shares and are not based on dollar value; therefore the dollar value of the benefits to be received is not determinable.

2003 and 1997 Non-Employee Trustee Stock Option Plans

These plans were terminated on June 11, 2008 and March 5, 2003, respectively, except with respect to awards outstanding. Shares subject to outstanding awards under the two Non-Employee Trustee Stock Option Plans are not available for re-grant if the awards are forfeited or cancelled.

Stock-Based Compensation

Effective January 1, 2006, the Company adopted SFAS 123R using the modified prospective transition method. In accordance with the modified prospective transition method, the Company’s consolidated financial statements for prior periods have not been restated to reflect the impact of SFAS 123R. Prior to the adoption of SFAS 123R, the Company did not recognize compensation cost for stock options when the option exercise price equaled the market value on the date of the grant. Prior to the adoption of SFAS 123R, the Company recognized the estimated compensation cost of restricted stock awards over the vesting term.

The Company recognized the stock-based compensation expense of $1,251, $660, and $461 for 2008, 2007 and 2006, respectively. The total fair value of shares vested during the years ended December 31, 2008, 2007 and 2006 was $326, $186 and $93, respectively. The fair values of each option granted used in determining the stock-based compensation expense is estimated on the date of grant using the Black-Scholes option- pricing model. This model incorporates certain assumptions for inputs including risk-free rates, expected dividend yield of the underlying common stock, expected option life and expected volatility. The Company used the following assumptions for options granted in the following periods:


	2007			2006
Weighted average fair value of grants	$	4.46		$	3.41
Risk-free interest rate		4.5	%		4.6	%
Dividend yield		5.5	%		5.9	%
Expected life (in years)		5			5
Expected volatility		21.6	%		20.7	%

The options are part of the LTIP and may be granted annually based on attaining certain company performance criteria. Shares available for future grants under the plan totaled 126,332 at December 31, 2008. The Company recognized $1,026, ($134) and $545 of expense (income) related to restricted stock grants during the years ended December 31, 2008, 2007 and 2006, respectively.

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The following table reflects the stock option activity for all plans described above:


				Weighted		Aggregate
				Average		Intrinsic
	Number of			Exercise		Value
	Shares			Price		(in thousands)
Outstanding at January 1, 2006		205,366		$	22.84
Granted		88,842			28.74
Cancelled, expired or forfeited		(8,027	)		27.83
Exercised		(38,877	)		18.23	$	677

Balance at December 31, 2006		247,304		$	25.53
Granted		116,585			34.53
Cancelled, expired or forfeited		(8,708	)		31.39
Exercised		(10,744	)		24.99	$	133

Balance at December 31, 2007		344,437		$	28.45
Granted		—			—
Cancelled, expired or forfeited		(3,388	)		24.92
Exercised		(2,000	)		19.63	$	5

Balance at December 31, 2008		339,049		$	28.53


Options exercisable at December 31:
2006		105,982		$	21.96	$	1,715
2007		159,221		$	24.20	$	—
2008		243,883		$	26.73	$	—

Weighted-average fair value of options granted during the year:
2006	$	3.41
2007	$	4.46
2008	$	—

The following tables summarize information about options outstanding at December 31, 2008:


	Options Outstanding						Options Exercisable
			Weighted-Average
			Remaining		Weighted-Average				Weighted-Average
Range of Exercise Price	Outstanding		Contractual Life		Exercise Price		Exercisable		Exercise Price

$14.06 - $19.63		39,000		1.7	$	15.47		39,000	$	15.47
$23.77 - $27.96		109,750		5.8		26.74		109,750		26.74
$28.8 - $29.06		79,143		7.0		29.03		55,782		29.01
$34.30 - $36.50		111,156		8.1		34.54		39,351		34.64

		339,049		6.4	$	28.53		243,883	$	26.73

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A summary of the activity of restricted stock under LTIP for the years ended December 31, 2008, 2007 and 2006 is presented below:


			Weighted
			Average
	Number of		Grant-Date
	Shares		Fair Value

Outstanding at January 1, 2006		—	$	—
Granted		3,703		27.01
Forfeited		—

Outstanding at December 31, 2006		3,703
Granted		13,292		37.18
Forfeited		—

Outstanding at December 31, 2007		16,995
Granted		109,188		22.08
Forfeited		—

Outstanding at December 31, 2008		126,183	$	23.82

As of December 31, 2008 there was approximately $2,372 of total unrecognized compensation cost related to nonvested restricted share awards granted under the Company’s various share-based plans that it expects to recognize over a weighted average period of 3.1 years.

The Company received cash of $39, $268 and $298 from options exercised during the years ended December 31, 2008, 2007 and 2006, respectively. The impact of these cash receipts is included in financing activities in the accompanying consolidated statements of cash flows.

17. 401(k) Plan

The Company sponsors a 401(k) defined contribution plan covering substantially all officers and employees of the Company which allows participants to defer a percentage of compensation on a pre-tax basis up to a statutory limit. The Company contributes up to a maximum of 50% of the employee’s contribution, up to a maximum of 5% of an employee’s annual compensation. During the years ended December 31, 2008, 2007 and 2006, the Company’s matching cash contributions were $267, $220, and $203, respectively. For 2009, the Company suspended the matching of employee contributions.

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18. Quarterly Financial Data (Unaudited)

The following table sets forth the quarterly results of operations for the years ended December 31, 2008 and 2007 (in thousands, except per share amounts):


	Quarters Ended 2008
	March 31			June 30			September 30			December 31
Revenue	$	36,374		$	35,972		$	34,645		$	35,197
Operating income (loss)		2,358			3,061			3,720			(3,550	)
Income (loss) from continuing operations		13,439			3,933			13,250			(2,932	)
Income (loss) from discontinued operations		97			(355	)		—			—

Net income (loss)	$	13,536		$	3,578		$	13,250		$	(2,932	)
Net income attributable to noncontrolling interest in subsidiaries		(2,091	)		(594	)		(1,665	)		419

Net income (loss) attributable to RPT common shareholders	$	11,445		$	2,984		$	11,585			($2,513	)


Basic earnings (loss) per RPT common share:
Income (loss) from continuing operations attributable to RPT common shareholders	$	0.61		$	0.18		$	0.63		$	(0.14	)
Income (loss) from discontinued operations attributable to RPT common shareholders		0.01			(0.02	)		—			—

Net income (loss) attributable to RPT common shareholders	$	0.62		$	0.16		$	0.63		$	(0.14	)


Diluted earnings (loss) per RPT common share:
Income (loss) from continuing operations attributable to RPT common shareholders	$	0.61		$	0.18		$	0.63		$	(0.14	)
Income (loss) from discontinued operations attributable to RPT common shareholders		0.01			(0.02	)		—			—

Net income (loss) attributable to RPT common shareholders	$	0.62		$	0.16		$	0.63		$	(0.14	)


	Quarters Ended 2007
	March 31			June 30			September 30			December 31
Revenue	$	39,860		$	36,998		$	37,506		$	37,923
Operating income (loss)		5,485			2,827			3,808			(1,566	)
Income from continuing operations		28,326			12,480			4,389			498
Income from discontinued operations		67			72			72			81

Net income (loss)	$	28,393		$	12,552		$	4,461		$	579
Net (loss) attributable to noncontrolling interest in subsidiaries		(4,528	)		(1,507	)		(1,177	)		(98	)

Net income (loss) attributable to RPT common shareholders	$	23,865		$	11,045		$	3,284		$	481


Basic earnings (loss) per RPT common share:
Income (loss) from continuing operations attributable to RPT common shareholders	$	1.33		$	0.58		$	0.14		$	(0.06	)
Income from discontinued operations attributable to RPT common shareholders		0.01			—			0.01			—

Net income (loss) attributable to RPT common shareholders	$	1.34		$	0.58		$	0.15		$	(0.06	)


Diluted earnings (loss) per RPT common share:
Income (loss) from continuing operations attributable to RPT common shareholders	$	1.24		$	0.56		$	0.14		$	(0.06	)
Income from discontinued operations attributable to RPT common shareholders		0.01			—			0.01			—

Net income (loss) attributable to RPT common shareholders	$	1.25		$	0.56		$	0.15		$	(0.06	)

Earnings per share, as reported in the above table, are based on weighted average common shares outstanding during the quarter and, therefore, may not agree with the earnings per share calculated for the years ended December 31, 2008 and 2007. During the quarters ended March 31, 2007, June 30, 2007 and for the full year ended December 31, 2007, the Series C Cumulative Convertible Preferred Shares were dilutive and were included in the calculation of diluted earnings per share.

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19. Transactions With Related Parties

The Company has management agreements with various partnerships and performs certain administrative functions on behalf of entities owned in part by certain trustees and/or officers of the Company. The following revenue was earned during the three years ended December 31 from these related parties:


	2008		2007		2006
Management fees	$	114	$	118	$	149
Leasing fees		57		17		30
Brokerage commissions		—		20		—
Payroll reimbursement		12		12		15

Total	$	183	$	167	$	194

The Company had receivables from related parties of $34 and $21 at December 31, 2008 and 2007, respectively.

20. Commitments and Contingencies

Construction Costs

In connection with the development and expansion of various shopping centers as of December 31, 2008, the Company has entered into agreements for construction costs of approximately $29,744, including approximately $14,697 for costs related to the development of The Towne Center at Aquia and approximately $9,172 for costs related to the development of Hartland Towne Square.

Internal Revenue Service Examinations

IRS Audit Resolution for Years 1991 to 1995

RPS Realty Trust (“RPS”), a Massachusetts business trust, was formed on September 21, 1988 to be a diversified growth-oriented REIT. From its inception, RPS was primarily engaged in the business of owning and managing a participating mortgage loan portfolio. From May 1, 1991 through April 30, 1996, RPS acquired ten real estate properties by receipt of deed in-lieu of foreclosure. Such properties were held and operated by RPS through wholly-owned subsidiaries.

In May 1996, RPS acquired, through a reverse merger, substantially all the shopping centers and retail properties as well as the management company and business operations of Ramco-Gershenson, Inc. and certain of its affiliates. The resulting trust changed its name to Ramco-Gershenson Properties Trust and Ramco-Gershenson, Inc.’s officers assumed management responsibility for the Company. The trust also changed its operations from a mortgage REIT to an equity REIT and contributed certain mortgage loans and real estate properties to Atlantic Realty Trust (“Atlantic”), an independent, newly formed liquidating real estate investment trust. The shares of Atlantic were immediately distributed to the shareholders of Ramco-Gershenson Properties Trust.

For purposes of the following discussion, the terms “Company”, “we”, “our” or “us” refers to Ramco-Gershenson Properties Trust and/or its predecessors.

On October 2, 1997, with approval from our shareholders, we changed our state of organization from Massachusetts to Maryland by merging into a newly formed Maryland real estate investment trust thereby terminating the Massachusetts trust.

We were the subject of an IRS examination of our taxable years ended December 31, 1991 through 1995. We refer to this examination as the IRS Audit. On December 4, 2003, we reached an agreement with the IRS with respect to the IRS Audit. We refer to this agreement as the Closing Agreement. Pursuant to the terms of the Closing Agreement we agreed to pay “deficiency dividends” (that is, our declaration and payment of a distribution that is permitted to relate back to the year for which the IRS determines a deficiency in order to satisfy the requirement for REIT qualification that we distribute a certain minimum amount of our “REIT taxable income” for such year) in amounts not less than $1,400 and $809 for our 1992 and 1993 taxable years, respectively. We also consented to the assessment and collection of $770 in tax deficiencies and to the assessment and collection of interest on such tax deficiencies and on the deficiency dividends referred to above.

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In connection with the incorporation, and distribution of all of the shares, of Atlantic in May 1996, we entered into the Tax Agreement with Atlantic under which Atlantic assumed all of our tax liabilities arising out of the IRS’ then ongoing examinations (which included, but is not otherwise limited to, the IRS Audit), excluding any tax liability relating to any actions or events occurring, or any tax return position taken, after May 10, 1996, but including liabilities for additions to tax, interest, penalties and costs relating to covered taxes. In addition, the Tax Agreement provides that, to the extent any tax which Atlantic is obligated to pay under the Tax Agreement can be avoided through the declaration of a deficiency dividend, we would make, and Atlantic would reimburse us for the amount of, such deficiency dividend.

On December 15, 2003, our Board of Trustees declared a cash “deficiency dividend” in the amount of $2,209, which was paid on January 20, 2004, to common shareholders of record on December 31, 2003. On January 21, 2004, pursuant to the Tax Agreement, Atlantic reimbursed us $2,209 in recognition of our payment of the deficiency dividend. Atlantic has also paid all other amounts (including the tax deficiencies and interest referred to above), on behalf of the Company, assessed by the IRS to date.

Pursuant to the Closing Agreement we agreed to an adjustment to our taxable income for each of our taxable years ended December 31, 1991 through 1995. The Company has advised the relevant taxing authorities for the state and local jurisdictions where it conducted business during those years of such adjustments and the terms of the Closing Agreement. We believe that our exposure to state and local tax, penalties and interest will not exceed $1,391 as of December 31, 2008. It is management’s belief that any liability for state and local tax, penalties, interest, and other miscellaneous expenses that may exist in relation to the IRS Audit will be covered under the Tax Agreement.

Effective June 30, 2006, Atlantic was merged into (acquired by) Kimco SI 1339, Inc. (formerly known as SI 1339, Inc.), a wholly-owned subsidiary of Kimco Realty Corporation (“Kimco”), with Kimco SI 1339, Inc. continuing as the surviving corporation. By way of the merger, Kimco SI 1339, Inc. acquired Atlantic’s assets, subject to its liabilities (including its obligations to the Company under the Tax Agreement). In a press release issued on the effective date of the merger, Kimco disclosed that the shareholders of Atlantic received common shares of Kimco valued at $81,800 in exchange for their shares in Atlantic.

Litigation

The Company is currently involved in certain litigation arising in the ordinary course of business. The Company believes that this litigation will not have a material adverse effect on its consolidated financial statements.

Environmental Matters

Under various Federal, state and local laws, ordinances and regulations relating to the protection of the environment (“Environmental Laws”), a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances disposed, stored, released, generated, manufactured or discharged from, on, at, onto, under or in such property. Environmental Laws often impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence or release of such hazardous or toxic substance. The presence of such substances, or the failure to properly remediate such substances when present, released or discharged, may adversely affect the owner’s ability to sell or rent such property or to borrow using such property as collateral. The cost of any required remediation and the liability of the owner or operator therefore as to any property is generally not limited under such Environmental Laws and could exceed the value of the property and/or the aggregate assets of the owner or operator. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the cost of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such persons. In addition to any action required by Federal, state or local authorities, the presence or release of hazardous or toxic substances on or from any property could result in private plaintiffs bringing claims for personal injury or other causes of action.

In connection with ownership (direct or indirect), operation, management and development of real properties, the Company may be potentially liable for remediation, releases or injury. In addition, Environmental Laws impose on owners or operators the requirement of on-going compliance with rules and regulations regarding business-related activities that may affect the environment. Such activities include, for example, the ownership or use of transformers or underground tanks, the treatment or discharge of waste waters or other materials, the removal or abatement of asbestos-containing materials (“ACMs”) or lead-containing paint during renovations or otherwise, or notification to various parties concerning the potential presence of regulated matters, including ACMs. Failure to comply with such requirements could result in difficulty in the lease or sale of any affected property and/or the imposition of monetary penalties, fines or other sanctions in addition to the costs required to attain compliance. Several of the Company’s properties have or may contain ACMs or underground storage tanks (“USTs”); however, the Company is not aware of any potential environmental liability which could reasonably be expected to have a

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material impact on its financial position or results of operations. No assurance can be given that future laws, ordinances or regulations will not impose any material environmental requirement or liability, or that a material adverse environmental condition does not otherwise exist.

Common Shares Repurchase

In December 2005, the Board of Trustees authorized the repurchase, at management’s discretion, of up to $15,000 of the Company’s common shares. The program allows the Company to repurchase its common shares from time to time in the open market or in privately negotiated transactions. As of December 31, 2007, the Company had purchased and retired 287,900 shares of the Company’s common stock under this program at an average cost of $27.11 per share, and approximately $7,200 of common shares may yet be purchased under such repurchase program.

21. Subsequent Event

In February 2009, Ramco Peachtree Hill LLC, an entity in a joint venture in which the Company has a 20% ownership interest, entered into a loan securing the Peachtree Hill shopping center in Duluth, GA. The $15.0 million loan extends the maturity date of the debt to February 2010. The loan is secured by unconditional guarantees of payment and performance by Ramco 450 Venture LLC, the Company, and its majority owned subsidiary, Ramco-Gershenson Properties, L.P, the Operating Partnership.

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Years Ended December 31, 2008 and 2007 (Dollars in thousands)

22.		REAL ESTATE ASSETS

		Net Investment in Real Estate Assets at December 31, 2008


									Initial Cost							Gross Cost at
									to Company							End of Period (b)
											Building &
			Year		Year		Year				Improvements		Subsequent					Building &				Accumulated
Property	Location		Constructed (a)		Acquired		Renovated		Land		(f)		Additions (Retirements), Net			Land		Improvements		Total		Depreciation (c)		Encumbrances

Florida
Coral Creek Shops	Coconut Creek	Florida		1992		2002				1,565		14,085		61			1,572		14,139		15,711		2,323		(e	)
Gateway Commons	Lakeland	Florida				2008				17,625		—		3,099			17,625		3,099		20,724		—
Lantana Shopping Center	Lantana	Florida		1959		1996		2002		2,590		2,600		7,034			2,590		9,634		12,224		2,610		(e	)
Naples Towne Center	Naples	Florida		1982		1996		2003		218		1,964		5,018			807		6,393		7,200		1,799		(d	)
Parkway Shops	Jacksonville	Florida				2008				11,035		—		241			11,035		241		11,276		—		(e	)
Pelican Plaza	Sarasota	Florida		1983		1997				710		6,404		403			710		6,807		7,517		1,945		(d	)
River City	Jacksonville	Florida		2005		2005				19,768		73,859		5,158			12,068		86,717		98,785		5,062		(e	)
River Crossing Centre	New Port Richey	Florida		1998		2003				728		6,459		7			728		6,466		7,194		909		(e	)
Rivertowne Square	Deerfield Beach	Florida		1980		1998				954		8,587		707			954		9,294		10,248		2,016		(d	)
Southbay Shopping Center	Osprey	Florida		1978		1998				597		5,355		554			597		5,909		6,506		1,657		(d	)
Sunshine Plaza	Tamarac	Florida		1972		1996		2001		1,748		7,452		12,677			1,748		20,129		21,877		6,796		(e	)
The Crossroads	Royal Palm Beach	Florida		1988		2002				1,850		16,650		130			1,857		16,773		18,630		2,807		(e	)
Village Lakes Shopping Center	Land O’ Lakes	Florida		1987		1997				862		7,768		430			862		8,198		9,060		2,238		(d	)

Georgia
Centre at Woodstock	Woodstock	Georgia		1997		2004				1,880		10,801		(323	)		1,987		10,371		12,358		1,147		(e	)
Conyers Crossing	Conyers	Georgia		1978		1998		1989		729		6,562		675			729		7,237		7,966		2,126		(d	)
Holcomb Center	Alpharetta	Georgia		1986		1996				658		5,953		5,371			3,432		8,550		11,982		2,095		(d	)
Horizon Village	Suwanee	Georgia		1996		2002				1,133		10,200		79			1,143		10,269		11,412		1,722		(d	)
Mays Crossing	Stockbridge	Georgia		1984		1997		1986		725		6,532		1,742			725		8,274		8,999		2,215		(d	)
Promenade at Pleasant Hill	Duluth	Georgia		1993		2004				3,891		22,520		(678	)		3,650		22,083		25,733		2,483		(e	)

Michigan
Auburn Mile	Auburn Hills	Michigan		2000		1999				15,704		—		(7,237	)		5,917		2,550		8,467		1,201		(e	)
Beacon Square	Grand Haven	Michigan		2004		2004				1,806		6,093		2,406			1,809		8,496		10,305		714		(e	)
Clinton Pointe	Clinton Township	Michigan		1992		2003				1,175		10,499		(135	)		1,175		10,364		11,539		1,415		(d	)
Clinton Valley Mall	Sterling Heights	Michigan		1977		1996		2002		1,101		9,910		6,438			1,101		16,348		17,449		4,635		(d	)
Clinton Valley	Sterling Heights	Michigan		1985		1996				399		3,588		3,870			523		7,334		7,857		2,244		(d	)
Eastridge Commons	Flint	Michigan		1990		1996		2001		1,086		9,775		2,371			1,086		12,146		13,232		4,456		(d	)
Edgewood Towne Center	Lansing	Michigan		1990		1996		2001		665		5,981		122			645		6,123		6,768		1,965		(d	)
Fairlane Meadows	Dearborn	Michigan		1987		2003				1,955		17,557		308			1,956		17,864		19,820		2,447		(d	)
Fraser Shopping Center	Fraser	Michigan		1977		1996				363		3,263		908			363		4,171		4,534		1,308		(d	)
Gaines Marketplace	Gaines Twp.	Michigan		2005		2004				226		6,782		8,846			8,343		7,511		15,854		725		(e	)
Hartland Towne Square	Hartland	Michigan				2008				8,138		2,022		887			5,738		5,309		11,047		—
Hoover Eleven	Warren	Michigan		1989		2003				3,308		29,778		229			3,304		30,011		33,315		3,799		(e	)
Jackson Crossing	Jackson	Michigan		1967		1996		2002		2,249		20,237		14,517			2,249		34,754		37,003		9,602		(d	)
Jackson West	Jackson	Michigan		1996		1996		1999		2,806		6,270		4,961			2,691		11,346		14,037		3,493		(e	)
Kentwood Towne Center	Kentwood	Michigan		1988		1996				2,799		9,484		84			2,841		9,526		12,367		1,350		(e	)
Lake Orion Plaza	Lake Orion	Michigan		1977		1996				470		4,234		1,238			1,241		4,701		5,942		1,469		(d	)
Lakeshore Marketplace	Norton Shores	Michigan		1996		2003		2006		2,018		18,114		1,204			3,402		17,934		21,336		2,582		(e	)
Livonia Plaza	Livonia	Michigan		1988		2003				1,317		11,786		4			1,317		11,790		13,107		1,804		(d	)
Madison Center	Madison Heights	Michigan		1965		1997		2000		817		7,366		3,060			817		10,426		11,243		3,150		(e	)
New Towne Plaza	Canton Twp.	Michigan		1975		1996		2005		817		7,354		3,855			817		11,209		12,026		3,436		(e	)
Oak Brook Square	Flint	Michigan		1982		1996				955		8,591		5,271			955		13,862		14,817		3,247		(d	)
Roseville Towne Center	Roseville	Michigan		1963		1996		2004		1,403		13,195		7,231			1,403		20,426		21,829		6,131		(d	)
Shoppes at Fairlane	Dearborn	Michigan		2007		2005				1,300		63		3,075			1,304		3,134		4,438		136		(d	)
Southfield Plaza	Southfield	Michigan		1969		1996		2003		1,121		10,090		4,426			1,121		14,516		15,637		3,953		(d	)
Taylor Plaza	Taylor	Michigan		1970		1996		2006		400		1,930		272			400		2,202		2,602		784		(d	)
Tel-Twelve	Southfield	Michigan		1968		1996		2006		3,819		43,181		33,122			3,819		76,303		80,122		19,386		(d	)

F-36

Years Ended December 31, 2008 and 2007 (Dollars in thousands)

22.		REAL ESTATE ASSETS

		Net Investment in Real Estate Assets at December 31, 2008


									Initial Cost							Gross Cost at
									to Company							End of Period (b)
											Building &
			Year		Year		Year				Improvements		Subsequent					Building &				Accumulated
Property	Location		Constructed (a)		Acquired		Renovated		Land		(f)		Additions (Retirements), Net			Land		Improvements		Total		Depreciation (c)		Encumbrances

West Oaks I	Novi	Michigan		1979		1996		2006		—		6,304		11,193			1,768		15,729		17,497		4,014		(e	)
West Oaks II	Novi	Michigan		1986		1996		2000		1,391		12,519		5,894			1,391		18,413		19,804		5,536		(e	)

North Carolina
Ridgeview Crossing	Elkin	North Carolina		1989		1997		1995		1,054		9,494		(7,548	)		390		2,610		3,000		—

Ohio
Crossroads Centre	Rossford	Ohio		2001		2001				5,800		20,709		1,023			4,903		22,629		27,532		4,645		(e	)
Office Max Center	Toledo	Ohio		1994		1996				227		2,042		—			227		2,042		2,269		647		(d	)
Rossford Pointe	Rossford	Ohio		2006		2005				796		3,087		2,287			797		5,373		6,170		332		(d	)
Spring Meadows Place	Holland	Ohio		1987		1996		2005		1,662		14,959		5,067			1,653		20,035		21,688		5,883		(e	)
Troy Towne Center	Troy	Ohio		1990		1996		2003		930		8,372		(591	)		813		7,898		8,711		2,670		(d	)

South Carolina
Taylors Square	Taylors	South Carolina		1989		1997		1995		1,581		14,237		2,964			1,721		17,061		18,782		4,468

Tennessee
Northwest Crossing	Knoxville	Tennessee		1989		1997		2006		1,284		11,566		5,680			1,284		17,246		18,530		4,036
Northwest Crossing II	Knoxville	Tennessee		1999		1999				570		—		1,628			570		1,628		2,198		375
Stonegate Plaza	Kingsport	Tennessee		1984		1997		1993		606		5,454		(4,818	)		606		636		1,242		—

Virginia
Aquia Towne Center	Stafford	Virginia		1989		1998				2,187		19,776		41,592			3,509		60,046		63,555		5,581		(e	)

Wisconsin
East Town Plaza	Madison	Wisconsin		1992		2000		2000		1,768		16,216		68			1,768		16,284		18,052		3,506		(e	)
West Allis Towne Centre	West Allis	Wisconsin		1987		1996				1,866		16,789		5,329			1,866		22,118		23,984		5,642		(d	)

						Grand Total			$	149,205	$	642,418	$	213,486		$	144,422	$	860,687	$	1,005,109	$	174,717


*(a)*		If prior to May 1996, constructed by a predecessor of the Company.

*(b)*		The aggregate cost of land and buildings and improvements for federal income tax purposes is approximately $939 million.

*(c)*		Depreciation for all properties is computed over the useful life which is generally forty years.

*(d)*		The property is pledged as collateral on the unsecured credit facility.

*(e)*		The property is pledged as collateral on secured mortgages.

*(f)*		Refer to Note 1 for a summary of the Company’s capitalization policies.

The changes in real estate assets and accumulated depreciation for the years ended December 31, 2008, and 2007 are as follows:


	2008			2007
Real Estate Assets

Balance at beginning of period	$	1,045,372		$	1,048,602
Land Development/Acquisitions		20,258			83,636
Discontinued Operations		(12,624	)		—
Capital Improvements		41,015			58,694
Sale/Retirements of Assets		(88,912	)		(145,560	)

Balance at end of period	$	1,005,109		$	1,045,372


	2008			2007
Accumulated Depreciation

Balance at beginning of period	$	168,962		$	150,627
Sales/Retirements		(11,690	)		(12,972	)
Discontinued Operations		(3,242	)		—
Depreciation		20,687			31,307

Balance at end of period	$	174,717		$	168,962

F-37

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