-----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, NVA/ikbAVzNFlvDrssFzpArul5qdrcg+nYFyJPo/0nT5xPkox4qep6njGpIwW294 TvQ+mQcdZsJPTBlD0ZalCg== 0000950124-98-000199.txt : 19980114 0000950124-98-000199.hdr.sgml : 19980114 ACCESSION NUMBER: 0000950124-98-000199 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971030 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980113 SROS: NYSE 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: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-10093 FILM NUMBER: 98505688 BUSINESS ADDRESS: STREET 1: 27600 NORTHWESTERN HWY STREET 2: SUITE 200 CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 8103509900 MAIL ADDRESS: STREET 1: 27600 NORTHWESTERN HWY STREET 2: SUITE 200 CITY: SOUTHFIELD STATE: MI ZIP: 48034 FORMER COMPANY: FORMER CONFORMED NAME: RPS REALTY TRUST DATE OF NAME CHANGE: 19920703 8-K/A 1 FORM 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 30, 1997 RAMCO-GERSHENSON PROPERTIES TRUST (Exact Name of Registrant as Specified in its Charter) MARYLAND (State or Other Jurisdiction of Incorporation) 1-10093 13-6908486 (Commission File Number) (I.R.S. Employer Identification Number) 27600 NORTHWESTERN HIGHWAY, SUITE 200, SOUTHFIELD, MICHIGAN 48034 (Address of Principal Executive Office) (Zip Code) (248) 350-9900 (Registrant's Telephone Number, Including Area Code) (Former Name and Former Address, if Changed Since Last Report) 2 ITEM 2. ACQUISITIONS OR DISPOSITIONS OF ASSETS On October 30, 1997, Ramco-Gershenson Properties Trust (the "Company") through Ramco-Gershenson Properties, L.P. (the "Operating Partnership") completed the acquisition of 15 shopping center properties (the "Southeast Portfolio"). The properties were acquired for approximately $124.5 million from various pension funds (the "Sellers") that are advised by DRA Advisors, Inc., a New York based pension fund advisor. In negotiating the purchase price, the Operating Partnership considered, among other factors, the properties' historical and anticipated cash flows, the nature and terms of the leases, the physical condition of the properties, repositioning and expansion possibilities, and market conditions. The acquisition was financed by increasing the Operating Partnership's existing revolving credit facility to $160 million from $75 million, the assumption of an existing $5.9 million mortgage on one of the acquired properties, and obtaining a new $45 million term loan. The revolving credit facility bears interest at rates between 137.5 and 162.5 basis points over LIBOR depending on certain debt ratios set forth in the loan agreement. The interest rate on the term loan is between 250 and 275 basis points over LIBOR, which rate is also dependent on certain debt ratios. Both the revolving credit facility and the term loan mature May 1, 1999, and, under certain circumstances, may be extended to October 2000 at the election of the Operating Partnership. The mortgage assumed bears interest at the rate of 8.5 % per annum, requires monthly principal and interest payments, and matures in November 2000. The Southeast Portfolio is comprised of the following: Athens Town Center is a 209,562 square foot community center located in Athens, Alabama. The center is anchored by Wal-Mart and Bruno's and opened in 1988. Cox Creek Plaza is a 139,228 square foot community center located in Florence, Alabama. The center is anchored by Wal-Mart and opened in 1984. Crestview Corners is a 111,653 square foot community center located in Crestview, Florida. The center is anchored by Wal-Mart and Fleming Foods. The center opened in 1986 and expanded in 1993. Cumberland Gallery is a 98,155 square foot community center located in New Tazewell, Tennessee. The center is anchored by Wal-Mart and Ingles Grocery and opened in 1988. Edgewood Square is a 217,319 square foot community center located in North Augusta, South Carolina. The center is anchored by Wal-Mart, Goody's Family Clothing, and Bi-Lo Grocery. The center opened in 1989 and expanded in 1995. Hickory Corners is a 170,436 square foot community center located in Hickory, North Carolina. The center is anchored by Wal-Mart, Food Lion Grocery, and Office Max. The center opened in 1968 and was renovated in 1987. Highland Square is a 171,546 square foot community center located in Crossville, Tennessee. The center is anchored by Wal-Mart and Kroger and opened in 1988. Holly Springs Plaza is a 155,584 square foot community center located in Franklin, North Carolina. The center is anchored by Wal-Mart and Ingles Grocery. The center opened in 1988 and expanded in 1992. Indian Hills is a 129,130 square foot community center located in Calhoun, Georgia. The center is anchored by Wal-Mart and Ingles Grocery and opened in 1988. Mays Crossing is a 137,223 square foot community center located in Stockbridge, Georgia. The center is anchored by Wal-Mart and Ingles Grocery. The center opened in 1984 and expanded in 1986. 2 3 Northwest Crossing is a 261,707 square foot community center located in Knoxville, Tennessee. The center is anchored by Wal-Mart, Ingles Grocery, and Goody's Family Clothing. The center opened in 1989 and expanded in 1995. Ridgeview Crossing is a 211,524 square foot community center located in Elkin, North Carolina. The center is anchored by Wal-Mart, Ingles Grocery, and Belk Department Stores. The center opened in 1988 and expanded in 1995. Stonegate Plaza is a 138,490 square foot community center located in Kingsport, Tennessee. The center is anchored by Wal-Mart and Food Lion Grocery. The center opened in 1984, was expanded in 1992, and renovated in 1993. Taylors Square is a 243,484 square foot community center located in Greenville, South Carolina. The center is anchored by Wal-Mart, Belk Department Store, and Goody's Family Clothing. The center opened in 1989 and expanded in 1995. Tellico Square is a 114,192 square foot community center located in Lenoir City, Tennessee. The center is anchored by Wal-Mart and Bi-Lo Grocery and opened in 1989. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. a-b Financial Statements and Pro Forma Information. Independent Auditors' Report Ramco-Gershenson Southeast Portfolio, Combined Historical Summary of Revenues and Direct Operating Expenses for the Year Ended December 31, 1996 and the Nine Months Ended September 30, 1997 (Unaudited). Notes to Combined Historical Summary of Revenues and Direct Operating Expenses for the Year Ended December 31,1996 and the Nine Months Ended September 30, 1997 (Unaudited) Ramco-Gershenson Properties Trust Pro Forma Condensed Consolidated Balance Sheet as of September 30, 1997 (Unaudited) Ramco-Gershenson Properties Trust Pro Forma Consolidated Statements of Operations for the Year Ended December 31, 1996 (Unaudited) and the Nine Months Ended September 30, 1997 (Unaudited) Ramco-Gershenson Properties Trust Statement of Estimated Taxable Operating Results of the Southeast Portfolio and Estimated Cash to be Made Available by the Operations of the Southeast Portfolio for the Twelve Month Period Ended September 30, 1997 (Unaudited) c Exhibits See Exhibit Index immediately preceeding the exhibits. 3 4 _______________________________________________________________________________ RAMCO-GERSHENSON SOUTHEAST PORTFOLIO Combined Historical Summary of Revenues and Direct Operating Expenses For The Year Ended December 31, 1996, and For the Nine Months Ended September 30, 1997(Unaudited), and Independent Auditors' Report 4 5 INDEPENDENT AUDITORS' REPORT Ramco-Gershenson Properties Trust Southfield, Michigan We have audited the accompanying Combined Historical Summary of Revenues and Direct Operating Expenses of the Ramco-Gershenson Southeast Portfolio (the "Historical Summary"), for the year ended December 31, 1996. The Historical Summary is the responsibility of the Properties' management. Our responsibility is to express an opinion on the Historical Summary based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion. The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the Registration Statement on Form 8-K/A of Ramco-Gershenson Properties Trust) as described in Note 1 to the Historical Summary and is not intended to be a complete presentation of Ramco-Gershenson Southeast Portfolio's revenues and expenses. In our opinion, the accompanying Historical Summary presents fairly, in all material respects, the revenues and direct operating expenses described in Note 1 to the Historical Summary of the Ramco-Gershenson Southeast Portfolio for the year ended December 31, 1996, in conformity with generally accepted accounting principles. Deloitte & Touche LLP October 2, 1997 Detroit, Michigan 5 6 RAMCO-GERSHENSON SOUTHEAST PORTFOLIO COMBINED HISTORICAL SUMMARY OF REVENUES AND DIRECT OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1996 AND NINE MONTHS ENDED SEPTEMBER 30, 1997 (UNAUDITED)
- -------------------------------------------------------------------------- DECEMBER 31, 1996 SEPTEMBER 30, 1997 - -------------------------------------------------------------------------- UNAUDITED - -------------------------------------------------------------------------- REVENUES: Minimum rents $ 13,008,915 $ 9,870,067 Percentage rents 164,548 123,409 Recoveries from tenants 1,862,100 1,306,089 Interest and other 136,463 82,533 - -------------------------------------------------------------------------- Total Revenues $ 15,172,026 $ 11,382,098 - -------------------------------------------------------------------------- DIRECT OPERATING EXPENSES: Recoverable operating expenses $ 946,522 $ 599,204 Real estate taxes 1,157,437 856,869 Other 124,406 124,774 - -------------------------------------------------------------------------- Total Direct Operating Expenses $ 2,228,365 $ 1,580,847 - -------------------------------------------------------------------------- EXCESS OF REVENUES OVER DIRECT OPERATING EXPENSES $ 12,943,661 $ 9,801,251 ==========================================================================
Notes to Combined Historical Summary. 6 7 RAMCO-GERSHENSON SOUTHEAST PORTFOLIO NOTES TO COMBINED HISTORICAL SUMMARY OF REVENUES AND DIRECT OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1996 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 (UNAUDITED) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES GENERAL - Ramco-Gershenson Southeast Portfolio ("The Southeast Portfolio") is a group of fifteen shopping centers located in North Carolina, Tennessee, South Carolina, Georgia, Alabama, and Florida. The combined properties contain approximately 2.5 million square feet of gross leasable area. Shopping center space is generally leased to specialty retail tenants under leases which are accounted for as operating leases. Leases typically provide for guaranteed minimum rent, percentage rent, and other charges to cover certain operating costs. BASIS OF PRESENTATION - The accompanying historical summary of revenues and direct operating expenses has been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in a current report on Form 8-K/A of Ramco-Gershenson Properties Trust. The accompanying historical summary is not representative of the actual operations of the shopping centers for the period presented since material expenses which may not be comparable to the proposed future operations of the Southeast Portfolio by the Company have been excluded. Expenses excluded consist of management fees, interest, depreciation and amortization. REVENUE RECOGNITION - Minimum rents are recognized on an accrual basis as earned, which does not materially differ from the straight-line method. Percentage rents are recognized on an accrual basis as earned. Recoveries from tenants, which include an administrative fee, are recognized as revenue in the period applicable costs are chargeable to tenants. USE OF ESTIMATES - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. LEASES Approximate future minimum rentals under noncancelable operating leases in effect at September 30, 1997, assuming no new or renegotiated leases nor option extensions on lease agreements are as follows: October 1, 1997 to December 31, 1997 $ 3,282,342 1998 12,170,225 1999 10,072,186 2000 8,984,737 2001 8,388,147 Thereafter 48,059,635 ----------- Total $90,957,272 =========== 7 8 RAMCO-GERSHENSON PROPERTIES TRUST UNAUDITED PRO FORMA FINANCIAL INFORMATION PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET September 30, 1997 (in thousands) This unaudited Pro Forma Condensed Consolidated Balance Sheet is presented as if the Company's acquisition of the Southeast Portfolio had occurred on September 30, 1997. In management's opinion, all adjustments necessary to reflect the effect of this transaction have been made. This unaudited Pro Forma Condensed Consolidated Balance Sheet is not necessarily indicative of what the actual financial position would have been at September 30, 1997, nor does it purport to represent the future financial position of the Company.
- ------------------------------------------------------------------------------------------ SOUTHEAST (A) PORTFOLIO PRO HISTORICAL ADJUSTMENTS FORMA - ------------------------------------------------------------------------------------------ Assets: Net Real Estate Assets $ 323,394 $ 126,358 $ 449,752 Other assets 19,476 (352) 19,124 - ------------------------------------------------------------------------------------------ Total Assets $ 342,870 $ 126,006 $ 468,876 - ------------------------------------------------------------------------------------------ Liabilities: Debt $ 168,045 $ 124,393 $ 292,438 Other liabilities 14,538 1,613 16,151 - ------------------------------------------------------------------------------------------ Total Liabilities $ 182,583 $ 126,006 $ 308,589 Shareholders' Equity & Minority Interest $ 160,287 $ $ 160,287 - ------------------------------------------------------------------------------------------ Total Liabilities and Shareholders' Equity $ 342,870 $ 126,006 $ 468,876 ==========================================================================================
See Notes and Significant Assumptions to Unaudited Pro Forma Financial Information 8 9 RAMCO-GERSHENSON PROPERTIES TRUST UNAUDITED PRO FORMA FINANCIAL INFORMATION PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS Year Ended December 31, 1996 The accompanying Pro Forma Consolidated Statement of Operations is presented as if (i) the Ramco Acquisition, the Property Acquisitions, and the spin-off of Atlantic, (ii) the acquisition of the Southeast Portfolio, and (iii) the Company's acquisition of the Madison and Pelican Plaza properties had occurred as of January 1, 1996. In management's opinion, all adjustments necessary to reflect the effects of these transactions have been made. This unaudited Pro Forma Consolidated Statement of Operations is not necessarily indicative of what the actual results of operations would have been had these transactions occurred on January 1, 1996, nor does it purport to represent the results of operations for future periods.
PRO FORMA (B) SOUTHEAST (A) ADJUSTMENTS PRO FORMA (B) PORTFOLIO & TOTAL AS PREVIOUSLY AS PREVIOUSLY OTHER ACQUISITION ADJUSTED HISTORICAL REPORTED REPORTED ADJUSTMENTS PRO FORMA ---------- ------------- ------------- ---------------- ------------ REVENUES Minimum Rents $23,713,000 $11,009,482 $ 34,722,482 $ 14,304,244 $ 49,026,726 Percentage Rents 1,190,000 (85,292) 1,104,708 164,548 1,269,256 Recoveries from tenants 12,695,000 5,266,234 17,961,234 2,277,886 20,239,120 Interest and other 2,915,000 (2,286,534) 628,466 136,567 765,033 ------------------------------------------------------------------------- Total Revenues 40,513,000 13,903,890 54,416,890 16,883,245 71,300,135 ------------------------------------------------------------------------- EXPENSES Recoverable operating expenses 8,230,000 3,029,414 11,259,414 1,213,441 12,472,855 Other operating 791,000 251,454 1,042,454 136,406 1,178,860 Real estate taxes 4,643,000 1,852,715 6,495,715 1,403,714 7,899,429 General and administrative expenses 4,683,000 (243,297) 4,439,703 323,574 4,763,277 Interest expense 6,725,000 4,819,123 11,544,123 10,943,042 22,487,165 Depreciation and amortization 4,798,000 2,121,342 6,919,342 3,186,088 10,105,430 Spin-off and other expenses 7,976,457 - 7,976,457 - 7,976,457 ------------------------------------------------------------------------- Total Expenses 37,846,457 11,830,751 49,677,208 17,206,265 66,883,473 ------------------------------------------------------------------------- Operating Income (Loss) 2,666,543 2,073,139 4,739,682 (323,020) 4,416,662 Loss from unconsolidated entities (216,000) (98,253) (314,253) - (314,253) ------------------------------------------------------------------------- Income (Loss) before Minority Interest 2,450,543 1,974,886 4,425,429 (323,020) 4,102,409 Minority Interest 2,159,000 1,120,000 3,279,000 (81,540) 3,197,460 ------------------------------------------------------------------------- Net Income (Loss) $ 291,543 $ 854,886 $ 1,146,429 $ (241,480) $ 904,949 ========================================================================= Net Income per share $ 0.04 - $ 0.16 - $ 0.13 ========================================================================= Weighted average shares outstanding 7,123,000 - 7,123,000 - 7,123,000 =========================================================================
See Notes and Significant Assumptions to Unaudited Pro Forma Financial Information 9 10 RAMCO-GERSHENSON PROPERTIES TRUST UNAUDITED PRO FORMA FINANCIAL INFORMATION PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS For the Nine Months Ended September 30, 1997 The accompanying Pro Forma Consolidated Statement of Operations is presented as if (i) the acquisition of the Southeast Portfolio, and (ii) the Company's acquisition of the Madison and Pelican Plaza properties had occurred as of January 1, 1996. In management's opinion, all adjustments necessary to reflect the effects of these transactions have been made. This unaudited Pro Forma Consolidated Statement of Operations is not necessarily indicative of what actual results of operations would have been had these transactions occurred on January 1, 1996, nor does it purport to represent the results of operations for future periods.
SOUTHEAST PORTFOLIO & OTHER ACQUISITION HISTORICAL ADJUSTMENTS (A) PRO FORMA ---------------- -------------------- ----------- REVENUES Minimum Rents $ 27,220,274 $ 10,659,453 $37,879,727 Percentage Rents 1,122,964 140,492 1,263,456 Recoveries from tenants 13,273,742 1,499,303 14,773,045 Interest and other 594,456 87,428 681,884 -------------------------------------------------------------- Total Revenues 42,211,436 12,386,676 54,598,112 -------------------------------------------------------------- EXPENSES Recoverable operating expenses 8,444,299 759,036 9,203,335 Other operating 721,028 126,169 847,197 Real estate taxes 4,559,915 974,658 5,534,573 General and administrative expenses 3,583,766 247,901 3,831,667 Interest expense 9,589,044 7,912,906 17,501,950 Depreciation and amortization 5,691,138 2,304,269 7,995,407 Spin-off and other expenses 0 0 0 -------------------------------------------------------------- Total Expenses 32,589,190 12,324,939 44,914,129 -------------------------------------------------------------- Operating Income 9,622,246 61,737 9,683,983 Loss from unconsolidated entities (240,257) 0 (240,257) -------------------------------------------------------------- Income before Minority Interest 9,381,989 61,737 9,443,726 Minority Interest 2,499,981 16,453 2,516,434 -------------------------------------------------------------- Net Income $ 6,882,008 $ 45,284 $ 6,927,292 ============================================================== Net Income per share $ 0.97 - $ 0.97 ============================================================== Weighted average shares outstanding 7,123,000 - 7,123,000 ==============================================================
See Notes and Significant Assumptions to Unaudited Pro Forma Financial Information 10 11 RAMCO-GERSHENSON PROPERTIES TRUST NOTES AND SIGNIFICANT ASSUMPTIONS TO UNAUDITED PRO FORMA FINANCIAL INFORMATION Year Ended December 31, 1996 and the Nine Months Ended September 30, 1997 NOTE (A) SOUTHEAST PORTFOLIO ADJUSTMENTS On October 30, 1997, Ramco-Gershenson Properties Trust (the "Company") through Ramco-Gershenson Properties, L.P. (the "Operating Partnership") completed the acquisition of 15 shopping center properties (the "Southeast Portfolio"). The properties were acquired for approximately $124.5 million from various pension funds (the "Sellers") that are advised by DRA Advisors, Inc., a New York based pension fund advisor. In negotiating the purchase price, the Operating Partnership considered, among other factors, the properties historical and anticipated cash flows, the nature and terms of the leases, the physical condition of the properties, repositioning and expansion possibilities, and market conditions. The acquisition was financed by increasing the Operating Partnership's existing revolving credit facility to $160 million from $75 million, the assumption of an existing $5.9 million mortgage on one of the acquired properties, and obtaining a new $45 million term loan. The revolving credit facility bears interest at rates between 137.5 and 162.5 basis points over LIBOR (effective rate of 7.356% as of September 30, 1997) depending on certain debt ratios set forth in the loan agreement. The interest rate on the term loan is between 250 and 275 basis points over LIBOR (effective rate of 8.356% as of September 30, 1997), which rate is also dependent on certain debt ratios. Both the revolving credit facility and the term loan mature May 1, 1999, and, under certain circumstances, may be extended to October 2000 at the election of the Operating Partnership. The mortgage assumed bears interest at the rate of 8.5 % per annum, requires monthly principal and interest payments, and matures in November 2000. The purchase price for the acquisition was allocated 10% to land and 90% to buildings, which will be depreciated over 40 years. The purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair market value. The adjustment to net real estate assets consists of the purchase price paid to the Sellers, capitalized due diligence costs, title premiums, mortgage prepayment fees, and other direct costs of the transaction. The adjustment to other assets is the reclassification of the purchase deposit on the Southeast Portfolio to net real estate assets offset by the capitalized financing costs of the transaction. General and administrative expenses were increased $300,000 to reflect the additional costs expected to be incurred for personnel and other costs relating to the management of the Southeast Portfolio. Minority interest represents the Ramco Group's limited partnership interest in the Operating Partnership. The minority interest percentage ranged between 27% and 26% during the periods presented. ADJUSTMENTS FOR OTHER ACQUISITIONS On May 28, 1997, the Company acquired the Madison Center, a 186,094 square foot shopping center in Madison Heights, Michigan. The center was acquired for approximately $7.4 million. On July 30, 1997, the Company acquired Pelican Plaza, a 106,141 square foot community shopping center/office development in Sarasota, Florida. The development was acquired for approximately $7.2 million. Both acquisitions were financed using the Company's credit facility. The purchase price for both acquisitions were allocated 10% to land and 90% to buildings, which will be depreciated over 40 years. The purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair market value. Pro forma revenues and expenses, other than interest and depreciation are based on information provided by the sellers of the properties. 11 12 RAMCO-GERSHENSON PROPERTIES TRUST NOTES AND SIGNIFICANT ASSUMPTIONS TO UNAUDITED PRO FORMA FINANCIAL INFORMATION Year Ended December 31, 1996 and the Nine Months Ended September 30, 1997 NOTE (A) ADJUSTMENTS FOR OTHER ACQUISITIONS Pro forma revenues and expenses are included for the year ended December 31, 1996 and for the period beginning January 1, 1997 and ending on the respective center's acquisition date. Minority interest represents the Ramco Group's limited partnership interest in the Operating Partnership. The minority interest percentage ranged between 27% and 26% during the periods presented. NOTE (B) PRO FORMA ADJUSTMENTS PREVIOUSLY REPORTED The Company in its Annual Report on Form 10-K for the year ended December 31, 1996 had previously reported the effects of (i) the Ramco Acquisition; (ii) the spin-off of Atlantic Realty Trust and (iii) the Property Acquisitions made during 1996. 12 13 RAMCO-GERSHENSON PROPERTIES TRUST STATEMENT OF ESTIMATED TAXABLE OPERATING RESULTS OF THE SOUTHEAST PORTFOLIO AND ESTIMATED CASH TO BE MADE AVAILABLE BY OPERATIONS OF THE SOUTHEAST PORTFOLIO For the twelve-month period ended September 30, 1997 (unaudited) - --------------------------------------------------------------- Revenues $14,823,849 - --------------------------------------------------------------- Operating Costs: Recoverable expenses 2,056,432 Other operating 145,461 General and administrative 300,000 Interest 9,375,132 Depreciation and amortization 2,843,075 - --------------------------------------------------------------- Total Operating Costs 14,720,100 - --------------------------------------------------------------- Estimated taxable operating income 103,749 - --------------------------------------------------------------- Add back depreciation and amortization 2,843,075 - --------------------------------------------------------------- Estimated cash to be made available by operations $ 2,946,824 ===============================================================
Note: This statement of estimated taxable operating results and estimated cash to be made available from operations is an estimate of operating results of the Southeast Portfolio for a period of twelve months and does not purport to reflect actual results for any period. 13 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. RAMCO-GERSHENSON PROPERTIES TRUST Date: January 13, 1998 By: /s/ Dennis E. Gershenson --------------------------------- Dennis E. Gershenson President and Trustee (Chief Executive Officer) 14 15 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 23.1 Consent of Deloitte & Touche LLP. 15 EX-23.1 2 EXHIBIT 23.1 1 EXHIBIT 23.1 [DELOITTE & TOUCHE LLP LETTERHEAD] INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Form S-8 Registration Statement No. 333-42509 of Ramco-Gershenson Properties Trust of our report dated October 2, 1997, on the Combined Historical Summary of Revenues and Direct Operating Expenses of the Ramco-Gershenson Southeast Portfolio for the year ended December 31, 1996 appearing in this current report on Form 8-K/A dated January 13, 1998. Deloitte & Touche LLP Detroit, Michigan January 13, 1998 -----END PRIVACY-ENHANCED MESSAGE-----