e10-k

10-K 1 k67896e10-k.htm ANNUAL REPORT FOR FISCAL YEAR ENDED 12/31/01 e10-k

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2001

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-10093

RAMCO-GERSHENSON PROPERTIES TRUST

(Exact name of Registrant as Specified in its Charter)


Maryland (State or Other Jurisdiction of Incorporation or Organization)		13-6908486 (I.R.S. Employer Identification No.)
27600 Northwestern Highway Southfield, Michigan (Address of Principal Executive Offices)		48034 (zip code)

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

Securities Registered Pursuant to Section 12(b) of the Act:


		Name of Each Exchange
Title of Each Class		On Which Registered

Common Shares of Beneficial Interest, $0.01 par Value Per Share		New York Stock Exchange

Securities Registered Pursuant to Section 12 (g) of the Act:

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Aggregate market value of the voting shares held by non-affiliates of the registrant as of March 6, 2002: approximately $125,828,000.

Approximately 7,088,926 Common Shares of Beneficial Interest of the registrant were outstanding as of March 6, 2002.

DOCUMENT INCORPORATED BY REFERENCE: Portions of the 2002 Ramco-Gershenson Properties Trust Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the end of the year covered by this Form 10-K with respect to the annual meeting of shareholders to be held on June 6, 2002 are incorporated by reference into Part III.

TABLE OF CONTENTS


TABLE OF CONTENTS
PART I
PART II
PART III
PART IV
SIGNATURES
INDEPENDENT AUDITORS’ REPORT
CONSOLIDATED BALANCE SHEETS December 31, 2001 and 2000
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME Years Ended December 31, 2001, 2000 and 1999
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
EXHIBIT INDEX
Limited Liability Company Agreement
Subsidiaries
Consent of Deloitte & Touche LLP

TABLE OF CONTENTS


	Item			Page

PART I		1.	Business		2
		2.	Properties		8
		3.	Legal Proceedings		14
		4.	Submission of Matters to a Vote of Security Holders		14
PART II		5.	Market for Registrant’s Common Equity and Related Stockholder Matters		15
		6.	Selected Financial Data		16
		7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
		7A.	Quantitative and Qualitative Disclosures About Market Risk		30
		8.	Financial Statements and Supplementary Data		30
		9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		30
PART III		10.	Directors and Executive Officers of the Registrant		31
		11.	Executive Compensation		31
		12.	Security Ownership of Certain Beneficial Owners and Management		32
		13.	Certain Relationships and Related Transactions		32
PART IV		14.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K		33
SIGNATURES					37

PART I

Item 1. Business.

General

Ramco-Gershenson Properties Trust is a Maryland real estate investment trust organized pursuant to Articles of Amendment and Restatement of Declaration of Trust dated October 2, 1997.

The term “we, our or us” refers to Ramco-Gershenson Properties Trust and/or its predecessors. Our principal office is located at 27600 Northwestern Highway, Suite 200, Southfield, Michigan 48034.

RPS Realty Trust, a Massachusetts business trust, was formed on June 21, 1988 to be a diversified growth oriented real estate investment trust (“REIT”). From 1988 until April 30, 1996, RPS Realty Trust was primarily engaged in the business of owning and managing a participating mortgage loan portfolio, and, through its wholly-owned subsidiaries, owning and operating eight real estate properties.

In May 1996, our predecessor, RPS Realty Trust, acquired the Ramco-Gershenson interests through a reverse merger, including 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 relocated its corporate office to Southfield, Michigan, where Ramco-Gershenson, Inc.’s officers assumed management responsibility. The trust also changed its operations from a mortgage REIT to an equity REIT and contributed eight mortgage loans and two real estate properties to Atlantic Realty Trust, an independent, newly formed liquidating real estate investment trust.

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

We conduct substantially all of our business, and hold substantially all of our interests in our properties, through our operating partnership, Ramco-Gershenson Properties, L.P., either directly or indirectly through partnerships or limited liability companies which hold fee title to the properties. We have the exclusive power to manage and conduct the business of our operating partnership. As of December 31, 2001, our company owned approximately 70.7% of the interests in our operating partnership.

Operations of the Company. We are engaged in the business of owning, developing, acquiring, managing and leasing community shopping centers in the midwestern, southeastern and mid-Atlantic regions of the United States. As of December 31, 2001, we had a portfolio of 57 shopping centers, with more than 11,400,000 square feet of gross leasable area (“GLA”), located in 12 states.

According to the Urban Land Institute, shopping centers are typically organized in five categories: convenience, neighborhood, community, regional and super regional centers. The shopping centers are distinguished by various characteristics, including center size, the number and type of anchor tenants and the types of products sold.

Convenience centers include at least three tenants with a gross leaseable area of up to 30,000 square feet and are generally anchored by a tenant that provides personal/convenience service such as a mini market.

Neighborhood centers provide for the sale of personal services and goods for the day-to-day living of the immediate neighborhood. Average gross leaseable area of a neighborhood center is approximately 60,000 square feet. These centers may include a grocery store.

Community centers provide, in addition to convenience goods and personal services offered by neighborhood centers, a wider range of soft and hard line goods. Average gross leaseable area of a community center ranges between 100,000 and 500,000 square feet. The center may include a grocery store, discount department store, super drug store, and several specialty stores. In some cases a community center may be classified as a power center. A power center may have over 1,000,000 square feet of gross leaseable area and include several category specific off price anchors of 20,000 or more square feet. These anchors typically emphasize hard

goods such as consumer electronics, sporting goods, office supplies, home furnishings and home improvement goods. It is our experience that the demand for the types of goods and services offered at community centers is not generally affected by economic downturns.

Regional centers, also known as regional malls, are built around two or more full line department stores of generally not less than 50,000 square feet. Their typical size ranges from 250,000 to about 900,000 square feet. Regional malls provide services typical of a business district but are not as extensive as those provided by a super regional mall.

Super regional centers, also known as super regional malls are built around three or more full line department stores of generally not less than 75,000 square feet. Their typical size ranges from 500,000 square feet to more than 1,500,000 square feet. These centers offer an extensive variety of general merchandise, apparel furniture and home furnishings.

Properties

As of December 31, 2001, we owned and operated a portfolio of 57 shopping centers totaling approximately 11.4 million square feet of gross leaseable area located in 12 states. Our properties consist of 56 community shopping centers, nine of which are power centers and three of which are single tenant facilities. We also own one enclosed regional mall.

We are predominantly a community shopping center company with a focus on acquiring, developing and managing centers primarily anchored by grocery stores and nationally recognized discount department stores. It is our belief that centers with a grocery and/or discount component attract consumers seeking value-priced products. Since these products are required to satisfy everyday needs, customers usually visit the centers on a weekly basis. Our shopping centers are focused in metropolitan trade areas in the midwestern and the southeastern regions of the United States. We also own and operate three centers in the mid-Atlantic region of the United States. Our anchor tenants include Wal-Mart, Target, Kmart, Kohl’s, Home Depot and Lowe’s Home Improvement. Approximately 57% of our community shopping centers have grocery anchors, including Publix, A&P, Kroger, Super Value, Shop Rite, Kash ’n Karry, Winn Dixie, Giant Eagle and Meijer.

Our shopping centers are primarily located in major metropolitan areas in the midwestern and southeastern regions of the United States. By focusing our energies on these markets, we have developed a thorough understanding of the unique characteristics of these trade areas. Based on data provided by Market Insight Group, over 60% of our midwestern centers are located in trade areas with income levels that exceed the national average, and over 80% of our southeastern centers are located within markets that exceed national average population growth rates. In both of these regions we have concentrated a number of centers in reasonable proximity to each other in order to achieve market penetration as well as efficiencies in management, oversight and purchasing.

Our business objective and operating strategy is to increase funds from operations and cash available for distribution per share. We expect to achieve internal growth and to enhance the value of our properties by increasing their rental income over time through (i) contractual rent increases, (ii) the leasing and re-leasing of available space at higher rental levels, and (iii) the selective renovation of the properties. We intend to achieve external growth through the selective development of new shopping center properties, the acquisition of shopping center properties and the expansion and redevelopment of existing properties and the acquisition of shopping center properties through one or more joint venture entities. Since December 31, 1998, we have engaged in the sale of mature properties, which have less potential for growth, and the redeployment of the proceeds of those sales to fund acquisition, development and redevelopment activities, to repay variable rate debt and to repurchase outstanding shares. Since December 31, 1998 we have sold a total of six shopping centers and six parcels of land for an aggregate amount of $68,900,000.

As of December 31, 2001, we employed 82 corporate employees, including six executives and two executive support personnel, 25 employees in asset management, nine employees in development and construction, two employees in acquisitions, 16 employees in financial and treasury services, 13 employees in lease

administration, six employees in human resources and office services and three employees in information services. In addition, at December 31, 2001, we employed 42 on-site shopping center maintenance personnel. We believe that our relations with our employees are good. None of our employees are unionized.

As part of our ongoing business strategy, we continue to expand and redevelop existing properties in our shopping center portfolio, depending on tenant demands and market conditions. We plan to take advantage of attractive purchase opportunities by acquiring additional shopping center properties in underserved, attractive and/or expanding markets. We also seek to acquire strategically located, quality shopping centers that (i) have leases at rental rates below market rates, (ii) have potential for rental and/or occupancy increases or (iii) offer cash flow growth or capital appreciation potential where we have financial strength, relationships with retail companies or expansion or redevelopment capabilities which can enhance value, and provide anticipated total returns that will increase our cash available for distribution per share. In order to accomplish our acquisition strategy, we entered into joint venture agreements as an alternative source of investment capital to take advantage of favorable acquisition opportunities. During 2001, we invested approximately $2,469,000 in two joint ventures. We believe we have an aggressive approach to repositioning, renovating and expanding our shopping centers. Our management team assesses our centers annually to identify redevelopment opportunities and proactively engage in value-enhancing activities. These efforts have resulted in the improvement of property values and increased operating income. They also keep our centers attractive, well tenanted and properly maintained. In addition, we will continue our strategy to sell non-core assets when properties are not viable redevelopment candidates.

Developments and Expansions

In July 2001, we substantially completed construction of our most current development, Crossroads Centre, a 600,000 square foot shopping center located in Rossford, Ohio, a suburb of Toledo. Anchor tenants include Home Depot, Target and Giant Eagle. Crossroads Centre is owned by Rossford Development L.L.C., a 10 percent owned joint venture.

During 2001, we have completed redevelopment projects aggregating approximately 212,300 square feet at a total cost of approximately $9,100,000 at three of our shopping centers. (Conyers Crossing, Clinton Valley Mall and Roseville Plaza). We are currently expanding or redeveloping two shopping centers (Sunshine Plaza and Lantana Plaza) for a total cost of approximately $12,000,000.

In 2002 we will begin the conversion of our Tel-Twelve shopping center from an enclosed regional mall to an open-air center for a total cost of approximately $17,000,000. In connection with the redevelopment, we will demolish approximately 20% of the gross leaseable area (133,000 square feet) of the shopping center and construct a 139,600 square foot building for a nationally recognized home improvement retailer.

Competition

We face competition from similar retail centers within the trade centers in which our centers operate to renew leases or re-let spaces as leases expire. Some of these competing properties may be newer, better located, better capitalized or better tenanted than our properties. In addition, any new competitive properties that are developed within the trade areas in which we operate may result in increased competition for customer traffic and creditworthy tenants. We may not be able to renew leases or obtain new tenants to whom space may be re-let as leases expire, and the terms of renewals or new leases (including the cost of required renovations or concessions to tenants) may be less favorable to us than current lease terms. Increased competition for tenants may require us to make capital improvements to properties which we would not have otherwise planned to make. In addition, we face competition from alternate forms of retailing, including home shopping networks, mail order catalogues and on-line based shopping services, which may limit the number of retail tenants that desire to seek space in shopping center properties generally. If we are unable to re-let substantial amounts of vacant space promptly, if the rental rates upon a renewal or new lease are significantly lower than expected, or if reserves for costs of re-letting prove inadequate, than our earnings and cash flow will decrease.

Tax Matters

We first elected to qualify as a REIT for our tax year ended December 31, 1988. Our policy has been and is to operate in such a manner as to qualify as a REIT for federal income tax purposes. If we so qualify, then we will generally not be subject to corporate income tax on amounts we pay as distributions to our shareholders. For any tax year in which we do not meet the requirements qualifying as a REIT, we will be taxed as a corporation.

The requirements for qualification as a REIT are contained in sections 856 through 860 of the Internal Revenue Code and applicable provisions of the Treasury Regulations. Among other requirements, at the end of each fiscal quarter, at least 75% of the value of our total assets must consist of real estate assets (including interests in mortgages on real property and interests in other REITs) as well as cash, cash items and government securities. There are also limitations on the amount of certain types of securities we can hold. Additionally, at least 75% of our gross income for the tax year must be derived from certain sources, which include “rents from real property,” and interest on loans secured by mortgages on real property. An additional 20% of our gross income must be derived from these same sources or from dividends and interest from any source gains from the sale or other disposition of stock or securities or any combination of the foregoing. We are also generally required to distribute annually at least 90% of our “REIT taxable income” (as defined in the Internal Revenue Code) to our shareholders.

During the third quarter of 1994, we held more than 25% of the value of our total assets in short-term Treasury Bill reverse repurchase agreements, which could be viewed as non-qualifying assets for purposes of applying the 75% asset test described in the immediately preceding paragraph. We requested that the Internal Revenue Service, also known as the IRS, enter into a closing agreement with us that our ownership of the short-term Treasury Bill reverse repurchase agreements will not adversely affect our status as a REIT. The IRS deferred any action relating to this issue pending the further examination of our taxable years ended December 31, 1991, through 1994. As discussed below, the field examination has since been completed and the IRS has proposed to disqualify us as a REIT for our taxable year ended December 31, 1994, based on our ownership of the short-term Treasury Bill reverse repurchase agreements. Our former tax counsel, Battle Fowler LLP, had rendered an opinion on March 6, 1996, that our investment in the short-term Treasury Bill reverse repurchase agreements would not adversely affect our REIT status. This opinion, however, is not binding upon the IRS or any court.

In connection with the incorporation and distribution of all of the shares of Atlantic Realty Trust in May 1996, we entered into a tax agreement with Atlantic under which Atlantic assumed all our tax liability arising out of the IRS’ then ongoing examination, 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. Under the tax agreement, a group of our Trustees consisting of Stephen R. Blank, Arthur Goldberg and Joel Pashcow, has the right to control, conduct and effect the settlement of any claims for taxes for which Atlantic assumed liability. Accordingly, Atlantic does not have any control as to the timing of the resolution or disposition of any such claims. 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” (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), we will make, and Atlantic will reimburse us for the amount of such deficiency dividend.

In addition to examining our taxable years ended December 31, 1991, through 1994, the IRS examined our taxable year ended December 31, 1995. The IRS revenue agent issued an examination report on March 1, 1999 (which is hereinafter referred to as the “First Report”). As previously noted, the First Report proposes to disqualify us as a REIT for our taxable year ended December 31, 1994, based on our ownership of the short-term Treasury Bill reverse repurchase agreements. In addition, the First Report proposes to adjust our “REIT taxable income” for our taxable years ended December 31, 1991, 1992, 1993, and 1995. In this regard, we and Atlantic received an opinion from special tax counsel, Wolf, Block, Schorr and Solis-Cohen, on

March 25, 1996, that, to the extent there is a deficiency in our “REIT taxable income” for our taxable years ended December 31, 1991, through 1994, and provided we timely make a deficiency dividend, our status as a REIT for those taxable years would not be affected. The First Report acknowledges that we may avoid disqualification for failure to meet the distribution requirement with respect to a year for which our income is increased can be avoided by payment of a deficiency dividend. However, the First Report notes that the payment of a deficiency dividend cannot cure our disqualification as a REIT for the taxable year ended December 31, 1994, based on our ownership of the short-term Treasury Bill reverse repurchase agreements.

We believe that most of the positions set forth in the First Report are unsupported by the facts and applicable law. Accordingly, on April 30, 1999, we filed a protest with the Appeals Office of the IRS to contest most of the positions set forth in the First Report. The Appeals Officer returned the case file to the revenue agent for further development. On October 29, 2001, the revenue agent issued a new examination report (which is hereinafter referred to as the “Second Report”) that arrived at very much the same conclusions as the First Report. We filed a protest of the Second Report with the IRS on November 29, 2001, and expect to have a meeting with the appellate conferee in the near future. If a satisfactory result cannot be obtained through the administrative appeals process, judicial review of the determination is available to us. In addition, the IRS is currently conducting an examination of us for the taxable years ended December 31, 1996, and 1997, and of our operating partnership for the taxable years ended December 31, 1997, and 1998.

If, notwithstanding the above-described opinions of legal counsel, the IRS successfully challenges our status as a REIT for any taxable year, we will be able to re-elect REIT status commencing with the fifth succeeding taxable year (or possibly an earlier taxable year if we meet certain relief provisions under the Internal Revenue Code).

In the notes to the consolidated financial statements made part of Atlantic’s most recent quarterly report on Form 10-Q filed with the Securities and Exchange Commission for the quarter ended September 30, 2001, Atlantic has disclosed its liability for the tax deficiencies (and interest and penalties, tax deficiencies) proposed to be assessed against us by the IRS for the taxable years ended December 31, 1991, through 1995, as reflected in each of the First Report and Second Report. We believe, but can provide no assurance, that Atlantic currently has sufficient assets to pay such tax deficiencies, interest and penalties. According to the quarterly report on Form 10-Q filed by Atlantic for its quarter ended September 30, 2001, Atlantic had net assets on September 30, 2001 of approximately $60 million (as determined pursuant to the liquidation basis of accounting). If the amount of tax, interest and penalties assessed against us ultimately exceeds the amounts proposed in each of the First Report and the Second Report, however, because interest continues to accrue on the proposed tax deficiencies, if additional tax deficiencies are proposed or for any other reason, than Atlantic may not have sufficient assets to reimburse us for all amounts we must pay to the IRS, and we would be required to pay the difference out of our own funds. Accordingly, the ultimate resolution of any controversy over tax liabilities covered by the above-described tax agreement may have a material adverse effect on our financial position, results of operations or cash flows, including if we are required to distribute deficiency dividends to our shareholders and/or pay additional taxes, interest and penalties to the IRS in amounts that exceed the value of Atlantic’s net assets. Moreover, the IRS may assess us with taxes that Atlantic is not required under the above-described tax agreement to pay, such as taxes arising from the recently-commenced examination of us for the taxable years ended December 31, 1996, and 1997, and of our operating partnership for the taxable years ended December 31, 1997, and 1998. There can be no assurance, therefore, that the IRS will not assess us with substantial taxes, interest and penalties which Atlantic cannot, is not required to, or otherwise does not pay.

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, we 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 matter, 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. Various of our properties have or may contain ACMs or underground storage tanks (“USTs”); however, except as set forth below we are not aware of any potential environmental liability which could reasonably be expected to have a material impact on our 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.

There was a release of approximately 2,300 gallons of gasoline from a product line break in August 1986 and a release of approximately 1,200 gallons of gasoline from a delivery line break in October 1991 at a gasoline station located at Jackson Crossing. A release of gasoline was also discovered in 1987 at a time of removal of USTs from a gasoline station located adjacent to Lake Orion Plaza. Subsequent investigations indicated that levels of contamination exist in the ground water under such properties. Certain of our affiliates, jointly and severally, have agreed to indemnify us, the Operating Partnership and their respective subsidiaries and affiliates for any and all damages arising from or in connection with such environmental conditions at the Jackson Crossing and Lake Orion Plaza properties.

Item 2. Properties

Our properties are located in twelve states primarily throughout the midwestern, southeastern and mid-Atlantic regions of the United States as follows:


				Annualized Base
		Number of		Rental At		Company
State		Properties		December 31, 2001(1)		Owned GLA

Michigan			22	$	30,310,225		4,093,003
Florida			10		7,712,973		1,197,579
Tennessee			6		4,515,576		806,590
Georgia			4		3,213,370		547,331
Ohio			4		6,621,321		786,696
North Carolina			3		3,194,857		544,627
South Carolina			2		2,561,631		433,588
New Jersey			1		2,716,554		224,138
Wisconsin			2		3,963,058		538,413
Virginia			1		2,556,412		240,042
Alabama			1		787,937		126,701
Maryland			1		1,416,244		250,016

	Total		57	$	69,570,158		9,788,724

The above table includes eight properties owned by joint ventures in which we have an equity investment.

Our properties, by type of center, consist of the following:


				Annualized Base
		Number of		Rental At		Company
Type of Tenant		Properties		December 31, 2001(1)		Owned GLA

Community centers			56	$	66,479,642		9,405,580
Enclosed regional mall			1		3,090,516		383,144

	Total		57	$	69,570,158		9,788,724


(1)	“Annualized Base Rental Revenue” is equal to December 2001 base rental revenues multiplied by 12.

Additional information regarding the Properties is included in the Property Schedule on the following pages.

RAMCO-GERSHENSON PROPERTIES TRUST

PROPERTY SCHEDULE

Year Opened or

Acquired/ Year

Company

of Latest

Anchor

Owned

Renovation or

Owned

Anchor

Tenant

Property

Location

Type of Property

Expansion(3)

GLA

Alabama

Cox Creek Plaza

Florence, AL

Community Center

1997/2000

92,901

33,800

Florida

Crestview Corners

Crestview, FL

Community Center

1997/1993

79,603

32,015

Lantana Plaza

Lantana, FL

Community Center

1993/NA

40,275

61,347

Naples Towne Centre

Naples, FL

Community Center

1983/NA

104,577

21,000

23,152

Pelican Plaza

Sarasota, FL

Community Center

1997/NA

35,768

70,105

Rivertowne Square(6)

Deerfield Beach, FL

Community Center

1998/NA

70,948

65,699

Shenandoah Square(10)

Davie, FL

Community Center

2001

42,112

77,220

Shoppes of Lakeland

Lakeland, FL

Power Center

1996/NA

50,000

12,046

Southbay Fashion Center

Osprey, FL

Community Center

1998/NA

31,700

64,990

Sunshine Plaza

Tamarac, FL

Community Center

1991/1998

162,054

71,069

Village Lakes Shopping Center

Land O’ Lakes, FL

Community Center

1997/NA

125,141

61,335

Georgia

Conyers Crossing

Conyers, GA

Community Center

1998/NA

138,915

31,560

Holcomb Center

Alpharetta, GA

Community Center

1996/NA

39,668

66,835

Indian Hills

Calhoun, GA

Community Center

1997/NA

97,930

35,200

Mays Crossing

Stockbridge, GA

Community Center

1997/1986

100,183

37,040

Maryland

Crofton Plaza

Crofton, MD

Community Center

1991/NA

181,039

68,977

[Additional columns below]

[Continued from above table, first column(s) repeated]

% of

Total

Company Company

% of Owned Owned

Total Total Total GLA GLA

Shopping Company Company Leased Leased

Center Owned Owned as of as of

Property GLA GLA GLA 12/31/01 12/31/01 Anchors(11)

Alabama

Cox Creek Plaza
126,701 126,701 1.3 % 113,801 89.8 %
Goody’s

Old Navy

Toys ’R Us

Florida

Crestview Corners
111,618 111,618 1.1 % 106,818 95.7 %
Fleming Foods

Wal-Mart(4)

Lantana Plaza
101,622 101,622 1.0 % 95,547 94.0 %
Publix

Naples Towne Centre
148,729 44,152 0.4 % 44,152 100.0 %
Florida Food & Drug(1)

Kmart(1)

Pelican Plaza
105,873 105,873 1.1 % 101,323 95.7 %
Linens ’N Things

Rivertowne Square(6)
136,647 136,647 1.4 % 127,200 93.1 %
Office Depot

Winn-Dixie

Shenandoah Square(10)
119,332 119,332 1.2 % 106,132 88.9 %
Publix

Walgreens

Shoppes of Lakeland
62,046 62,046 .6 % 62,046 100.0 %
Service Merchandise(12)

Southbay Fashion Center
96,690 96,690 1.0 % 72,544 75.0 %
Jacobson’s

Ethan Allen

Eckerd Drugs

Sunshine Plaza
233,123 233,123 2.4 % 214,294 91.9 %
Old Time Pottery

Publix

Price Cutters

Village Lakes Shopping Center
186,476 186,476 1.9 % 179,476 96.2 %
Kash ’N Karry Food Store

Wal-Mart

Georgia

Conyers Crossing
170,475 170,475 1.7 % 170,475 100.0 %
Hobby Lobby

Kmart

Holcomb Center
106,503 106,503 1.1 % 103,653 97.3 %
A & P(5)

Indian Hills
133,130 133,130 1.4 % 127,880 96.1 %
Ingles Grocery

Wal-Mart(4)

Mays Crossing
137,223 137,223 1.4 % 129,123 94.1 %
Ingles Grocery(5)

Wal-Mart(4)

Maryland

Crofton Plaza
250,016 250,016 2.6 % 245,053 98.0 %
Basic’s Supermarket

Kmart

Year Opened or

Acquired/ Year Company Company

of Latest Anchor Owned Owned

Renovation or Owned Anchor Tenant

Property Location Type of Property Expansion(3) GLA GLA GLA

Michigan

Auburn Mile
Auburn Hills, MI Power Center 2000/NA 61,970 532,137 6,314

Clinton Valley Mall
Sterling Heights, MI Community Center 1979/1999 55,175 88,567

Clinton Valley Strip
Sterling Heights, MI Community Center 1979/NA 50,000 0 44,360

Eastridge Commons
Flint, MI Community Center 1990/1997 101,909 124,203 45,637

Edgewood Towne Center
Lansing, MI Power Center 1990/1992 209,272 23,524 62,233

Ferndale Plaza
Ferndale, MI Community Center 1984/NA 0 30,916

Fraser Shopping Center
Fraser, MI Community Center 1983/NA 52,784 23,915

Jackson Crossing
Jackson, MI Regional Mall 1990/2000 254,243 171,037 212,107

Jackson West
Jackson, MI Community Center 1996/1999 194,484 15,837

Kentwood Towne Center(2)
Kentwood, MI Power Center 1989/NA 101,909 122,390 61,265

Lake Orion Plaza
Lake Orion, MI Community Center 1977/NA 114,574 14,878

Madison Center
Madison Heights, MI Community Center 1997/2000 167,830 58,658

New Towne Plaza
Canton, MI Community Center 1976/1998 91,122 80,668

Oakbrook Square
Flint, MI Community Center 1989/NA 57,160 83,057

Roseville Plaza
Roseville, MI Community Center 1983/1994 211,166 84,821

Southfield Plaza
Southfield, MI Community Center 1983/1999 128,358 37,660

Southfield Plaza Expansion(2)
Southfield, MI Community Center 1985/NA 0 19,410

Taylor Plaza
Taylor, MI Single Tenant Retail 1996/NA 122,374 0

Tel-Twelve Center
Southfield, MI Power Center 1983/1997 328,537 120,639

West Acres Commons(10)
Flint, MI Community Center 2001 59,889 35,200

West Oaks I
Novi, MI Power Center 1981/1998 226,839 15,324

[Additional columns below]

[Continued from above table, first column(s) repeated]

% of

Total

Company Company

% of Owned Owned

Total Total Total GLA GLA

Shopping Company Company Leased Leased

Center Owned Owned as of as of

Property GLA GLA GLA 12/31/01 12/31/01 Anchors(11)

Michigan

Auburn Mile
600,421 538,451 5.5 % 538,451 100 %
Best Buy(1)

Costco

Ethan Allen(1)

Jo-Ann Etc.

Meijer

Target

Clinton Valley Mall
143,742 143,742 1.5 % 96,665 67.2 %
Office Depot

DSW Shoe Warehouse

Clinton Valley Strip
94,360 44,360 0.5 % 44,360 100.0 %
Service Merchandise(1)

Eastridge Commons
271,749 169,840 1.7 % 166,725 98.2 %
Farmer Jack

Staples

Target(1)

TJ Maxx

Edgewood Towne Center
295,029 85,757 0.9 % 85,757 100.0 %
OfficeMax

Sam’s Club(1)

Target(1)

Ferndale Plaza
30,916 30,916 0.3 % 27,431 88.7 %
Old Navy

Fraser Shopping Center
76,699 76,699 0.8 % 71,735 93.5 %
Oakridge Market

Rite-Aid

Jackson Crossing
637,387 383,144 3.9 % 360,253 94.0 %
Best Buy

Kohl’s Department Store

Sears(1)

Target(1)

Toys ’R Us

Jackson West
210,321 210,321 2.1 % 210,321 100.0 %
Circuit City

Lowe’s

OfficeMax

Michaels

Kentwood Towne Center(2)
285,564 183,655 1.9 % 181,655 98.9 %
Kmart(7)

OfficeMax

Target(1)

Lake Orion Plaza
129,452 129,452 1.3 % 128,252 99.1 %
Farmer Jack (A&P)

Kmart

Madison Center
226,488 226,488 2.3 % 223,988 98.9 %
Dunham’s

Kmart

New Towne Plaza
171,790 171,790 1.8 % 171,790 100.0 %
Kohl’s Department Store

Oakbrook Square
140,217 140,217 1.4 % 129,217 92.2 %
Kids ’R Us

TJ Maxx

Roseville Plaza
295,987 295,987 3.0 % 270,851 91.5 %
Marshall’s

Service Merchandise

Wal-Mart

Southfield Plaza
166,018 166,018 1.7 % 160,673 96.8 %
Burlington Coat Factory

Marshall’s

F&M Drugs

Southfield Plaza Expansion(2)
19,410 19,410 0.2 % 17,610 90.7 %
None

Taylor Plaza
122,374 122,374 1.3 % 122,374 100.0 %
Kmart

Tel-Twelve Center
449,176 449,176 4.6 % 349,439 78.3 %
Circuit City

Kmart

Media Play

Office Depot

West Acres Commons(10)
95,089 95,089 1.0 % 89,409 94.0 %
Farmer Jack (A&P)

West Oaks I
242,163 242,163 2.5 % 242,163 100.0 %
Circuit City

Designer Shoe Warehouse

Kmart (land lease)(1)

OfficeMax

Service Merchandise(12)

Year Opened or

Acquired/ Year Company Company

of Latest Anchor Owned Owned

Renovation or Owned Anchor Tenant

Property Location Type of Property Expansion(3) GLA GLA GLA

West Oaks II
Novi, MI Power Center 1987/2000 220,097 90,753 77,201

New Jersey

Chester Springs(6)
Chester, NJ Community Center 1994/1999 81,760 142,378

North Carolina

Hickory Corners
Hickory, NC Community Center 1997/1999 118,402 59,117

Holly Springs Plaza
Franklin, NC Community Center 1997/1992 124,484 31,100

Ridgeview Crossing
Elkin, NC Community Center 1997/1995 168,659 42,865

Ohio

Crossroads Centre(9)
Rossford, OH Power Center 2001/NA 381,291 62,322

OfficeMax Center
Toledo, OH Single Tenant Retail 1994/NA 22,930 0

Spring Meadows Place
Holland, OH Power Center 1987/1997 275,372 54,071 135,645

Troy Towne Center
Troy, OH Community Center 1990/1996 90,921 61,000 69,437

South Carolina

Edgewood Square
North Augusta, SC Community Center 1997/1995 207,829 20,375

Taylors Square
Greenville, SC Community Center 1997/1995 174,624 30,760

Tennessee

Cumberland Gallery
New Tazewell, TN Community Center 1997/NA 73,304 24,851

Highland Square
Crossville, TN Community Center 1997/NA 131,126 40,420

Northwest Crossing
Knoxville, TN Community Center 1997/1995 217,443 43,264

Northwest Crossing II
Knoxville, TN Single Tenant 1999 23,500 0

Stonegate Plaza
Kingsport, TN Community Center 1997/1993 127,042 11,448

Tellico Plaza
Lenoir City, TN Community Center 1997/NA 94,805 19,387

Virginia

Aquia Towne Center
Stafford, VA Community Center 1998/NA 117,195 122,847

[Additional columns below]

[Continued from above table, first column(s) repeated]

% of

Total

Company Company

% of Owned Owned

Total Total Total GLA GLA

Shopping Company Company Leased Leased

Center Owned Owned as of as of

Property GLA GLA GLA 12/31/01 12/31/01 Anchors(11)

West Oaks II
388,051 167,954 1.7 % 157,657 93.9 %
Kmart(1), (7)

Kids ’R Us(1)

Kohl’s Department Store(1)

Marshall’s

JoAnn etc.

Toys ’R Us(1)

New Jersey

Chester Springs(6)
224,138 224,138 2.3 % 221,803 99.0 %
Shop-Rite Supermarket

Staples

North Carolina

Hickory Corners
177,519 177,519 1.8 % 166,969 94.1 %
Food Lion Grocery

OfficeMax

Wal-Mart(4)

Holly Springs Plaza
155,584 155,584 1.6 % 152,384 97.9 %
Ingles Grocery

Wal-Mart

Ridgeview Crossing
211,524 211,524 2.2 % 210,024 99.3 %
Belk Department Store

Ingles Grocery

Wal-Mart

Ohio

Crossroads Centre(9)
443,613 443,613 4.5 % 443,613 100 %
Home Depot

Target

Giant Eagle

Michael’s

Linen ’N Things

OfficeMax Center
22,930 22,930 0.2 % 22,930 100.0 %
OfficeMax

Spring Meadows Place
465,088 189,716 1.9 % 180,619 95.2 %
Dick’s Sporting Goods

Kroger

OfficeMax

Service Merchandise(1)

Target(1)

TJ Maxx

Troy Towne Center
221,358 130,437 1.3 % 121,987 93.5 %
County Market(5)

Sears Hardware

Wal-Mart(1)

South Carolina

Edgewood Square
228,204 228,204 2.3 % 223,404 97.9 %
Bi-Lo Grocery

Goody’s Family Clothing

Wal-Mart

Taylors Square
205,384 205,384 2.1 % 205,384 100.0 %
Wal-Mart

Tags(5)

Tennessee

Cumberland Gallery
98,155 98,155 1.0 % 95,455 97.2 %
Ingles Grocery

Wal-Mart

Highland Square
171,546 171,546 1.8 % 171,546 100.0 %
Kroger

Wal-Mart(4)

Northwest Crossing
260,707 260,707 2.7 % 258,632 99.2 %
Goody’s Family Clothing

Ingles Grocery(5)

Wal-Mart

Northwest Crossing II
23,500 23,500 0.2 % 23,500 100.0 %
OfficeMax

Stonegate Plaza
138,490 138,490 1.4 % 138,490 100.0 %
Food Lion Grocery

Wal-Mart

Tellico Plaza
114,192 114,192 1.2 % 114,192 100.0 %
Bi-Lo Grocery

Wal-Mart(4)

Virginia

Aquia Towne Center
240,042 240,042 2.5 % 231,342 96.4 %
Big Lots

Shoppers Food Warehouse

[Additional columns below]


(1)	Anchor-owned store.
(2)	50% general partner interest.
(3)	Represents year opened or acquired/year of latest renovation or expansion. These dates do not included years in which tenant improvements were made to the properties.
(4)	Wal-Mart currently is not occupying its leased premises in this shopping center but remains obligated to pay under the terms of the related lease agreement. The space leased by Wal-Mart has been subleased to third parties.
(5)	The tenant has vacated the space but is still obligated to pay rent.
(6)	25% joint venture interest.
(7)	Builder’s Square lease which is guaranteed by Kmart and sublet to third parties.
(8)	Builder’s Square lease which is guaranteed by Kmart but which was rejected by Kmart in January 2002.
(9)	10% joint venture interest.
(10)	40% joint venture interest.
(11)	We define anchor tenants as single tenants which lease 19,000 square feet or more at a property.
(12)	Service Merchandise currently is partially occupying its leased premises in this location but remains obligated to pay under the terms of the related lease agreement. The portion of the space not occupied by Service Merchandise has been subleased to third parties.

Tenant Information

The following table sets forth, as of December 31, 2001, information regarding space leased to tenants which in each case, individually account for more than 2% of total annualized base rental revenue from our properties.


					% of
	Total		Annualized		Annualized		Aggregate		% of Total
	Number of		Base Rental		Base Rental		GLA Leased		Company
Tenant	Stores		Revenue(1)		Revenue		by Tenant		Owned GLA

Wal-Mart		15	$	6,074,806		8.73%		1,382,031		14.12%
Kmart		10		4,242,048		6.10%		1,011,846		10.34%
A&P/Farmer Jack		5		2,405,664		3.46%		252,280		2.58%
OfficeMax		8		2,036,745		2.93%		185,301		1.89%
Circuit City		3		1,469,481		2.11%		100,439		1.03%
Jo-Ann Fabric		6		1,457,457		2.09%		153,758		1.57%
TJ Maxx/Marshalls		7		1,434,792		2.06%		199,406		2.04%


(1)	“Annualized Base Rental Revenue” is equal to December 2001 base rental revenue multiplied by 12.

Approximately 420,000 square feet of GLA at six of our shopping centers is leased to Wal-Mart, but not currently occupied by Wal-Mart, although Wal-Mart remains obligated under the respective lease agreements. The leases for the six Wal-Mart properties expire between 2004 and 2009. Wal-Mart has entered into various subleases, with sub-tenants currently occupying approximately 289,000 of the 420,000 square feet of GLA.

Two of our tenants, Kmart Corporation and Jacobson Stores Inc., filed for Chapter 11 bankruptcy protection during January 2002. Jacobson is an anchor tenant at one of our shopping centers, with a total annualized base rent at December 31, 2001 of approximately $158,000. Kmart is our second largest tenant (based on the percentage of our total annualized base rent) and leases ten locations with a total annualized base rent at December 31, 2001 of approximately $4,242,000. Builders Square is the lessee of two of these ten locations under lease guaranteed by Kmart. Kmart has rejected the lease guarantee for one of these locations, which is presently vacant. The other Builders Square location has been subleased to two subtenants. The eight other Kmart leases are located in major metropolitan markets. On March 8, 2002, Kmart announced its intention to close 284 stores, including three stores leased from us. Kmart will continue to be obligated under the leases for these stores unless it rejects the leases as part of its bankruptcy proceedings. Since we believe the lease rates for these lease locations are below current market rates, we do not expect that a rejection of these leases would have a material adverse effect on us.

On March 29, 1999, Service Merchandise (“Service”), a tenant at three of our properties, Roseville Plaza, West Oaks Shopping Center and Shoppes of Lakeland, filed for Chapter 11 bankruptcy protection. Service announced on January 4, 2002, that it will liquidate all assets including the disposition of their leasehold interests. This liquidation may result in an alternative tenant assuming the obligations of the leases and operating in lieu of Service. On an annual basis, Service pays approximately $751,064 in annualized base rent for the three properties.

The following table sets forth the total GLA leased to anchors, retail tenants, and available space, in the aggregate, of our properties as of December 31, 2001:


		Annualized		% of Annualized			Aggregate		% of Total
		Base Rental		Base Rental			GLA Leased		Company
Type of Tenant		Revenue(1)		Revenue			by Tenant		Owned GLA

Anchor		$	39,121,112		56.2	%		6,646,756		67.9	%
Retail (non-anchor)			30,449,045		43.8	%		2,703,092		27.6	%
Available			—		—			438,876		4.5	%

	Total	$	69,570,157		100.0	%		9,788,724		100.0	%


(1)	“Annualized Base Rental Revenue” is equal to December 2001 base rental revenue multiplied by 12.

The following table sets forth as of December 31, 2001, the total GLA leased to national, regional and local tenants, in the aggregate, of our properties.


		Annualized		% of Annualized			Aggregate		% of Total
		Base Rental		Base Rental			GLA Leased		Company
Type of Tenant		Revenue(1)		Revenue			by Tenant		Owned GLA

National		$	45,356,192		65.2	%		6,431,995		68.8	%
Local			15,297,885		22.0	%		1,498,648		16.0	%
Regional			8,916,080		12.8	%		1,419,205		15.2	%

	Total	$	69,570,157		100.0	%		9,349,848		100.0	%


(1)	“Annualized Base Rental Revenue” is equal to December 2001 base rental revenue multiplied by 12.

The following table sets forth lease expirations for the next five years at our properties assuming that no renewal options are exercised.


							% of
							Annualized				% of Total
			Average Base		Annualized		Base Rental		Leased		Company
			Rental Revenue per		Base Rental		Revenue as of		Company		Owned GLA
	No. of		sq. ft. as of		Revenue as of		12/31/01		Owned GLA		Represented
Lease	Leases		12/31/01 Under		12/31/01 Under		Represented by		Expiring		by Expiring
Expiration	Expiring		Expiring Leases		Expiring Leases(1)		Expiring Leases		(in square feet)		Leases

2002		133	$	10.75	$	4,127,436		5.9%		384,094		4.1%
2003		160	$	10.14	$	6,586,570		9.5%		649,312		6.9%
2004		160	$	7.85	$	6,543,384		9.4%		833,619		8.9%
2005		119	$	8.95	$	6,886,696		9.9%		769,279		8.2%
2006		113	$	7.47	$	6,444,180		9.3%		863,115		9.2%


(1)	“Annualized Base Rental Revenue” is equal to December 2001 base rental revenue multiplied by 12.

Item 3. Legal Proceedings

There are no material pending legal proceedings, other than ordinary routine litigation incidental to the business, against or involving us or our properties.

Item 4. Submission of Matters to a Vote of Security Holders

During the fourth quarter of 2001, no matters were submitted for a vote of our stockholders.

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

Market Information — Our Common Shares are currently listed and traded on the New York Stock Exchange (“NYSE”) under the symbol “RPT”. On March 6, 2002, the last reported sales price of the Shares on the NYSE was $17.75.

The following table shows high and low closing prices per share for each quarter in 2000 and 2001.



	Share Price

Quarter Ended	High		Low

March 31, 2000	$	14.875	$	12.375
June 30, 2000		15.875		13.500
September 30, 2000		15.562		13.875
December 31, 2000		14.750		12.937
March 31, 2001	$	15.00	$	13.25
June 30, 2001		17.55		13.70
September 30, 2001		18.15		14.33
December 31, 2001		17.57		16.05

Holders — The number of holders of record of the Common Shares was 2,721 as of March 6, 2002.

Dividends — Under the Code, a REIT must meet certain requirements, including a requirement that it distribute annually to its shareholders at least 90 percent of its taxable income. Dividend distributions per common share for the years ended December 31, 2001 and 2000, are summarized as follows.

We declared the following cash distributions per share to common shareholders for the year ended December 31, 2000:


	Dividend
Record Date	Distribution		Payment Date

March 31, 2000	$	.42		April 18, 2000
June 30, 2000	$	.42		July 18, 2000
September 30, 2000	$	.42		October 17, 2000
December 31, 2000	$	.42		January 16, 2001

We declared the following cash distributions per share to common shareholders for the year ended December 31, 2001:


	Dividend
Record Date	Distribution		Payment Date

March 31, 2001	$	.42		April 17, 2001
June 30, 2001	$	.42		July 17, 2001
September 30, 2001	$	.42		October 16, 2001
December 31, 2001	$	.42		January 15, 2002

Distributions paid by us are at the discretion of the Board of Trustees and depend on a number of factors, including our cash flow, financial condition and capital requirements, the annual distribution requirements necessary to maintain its status as a REIT under the Code, and such other factors as the Board of Trustees deems relevant.

We have a Dividend Reinvestment Plan (the “DRP Plan”) which allows shareholders to acquire additional Common Shares by automatically reinvesting cash dividends. Shares are acquired pursuant to the DRP Plan at a price equal to the prevailing market price of such Shares, without payment of any brokerage commission or service charge. Shareholders who do not participate in the Plan continue to receive cash distributions, as declared.

In December 1999, the Board of Trustees approved the repurchase, at management’s discretion, of up to $10,000,000 of our common stock. The program allows us to repurchase our common stock from time to time in the open market and/or in negotiated transactions. As of December 31, 2001, we purchased and retired 133,300 shares of our common stock under this program at a cost of $1,900,000.


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

The following table sets forth selected consolidated financial data for the Company and should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this report.



		Year Ended December 31,

		2001		2000			1999		1998		1997

Operating Data (in thousands, except per share amounts):
Total revenue		$	90,973	$	88,532		$	84,299	$	76,755	$	59,244
Operating income			13,303		13,969			15,984		12,413		12,856
Gain on sale of real estate			5,550		3,795			974
Net income before cumulative effect of change in accounting principle			13,863		13,020			11,839		8,658		9,198
Cumulative effect of change in accounting principle(1)					(1,264	)
Net income			13,863		11,756			11,839		8,658		9,198
Preferred share dividends			3,360		3,360			3,407		1,614		278
Net income available to common shareholders			10,503		8,396			8,432		7,044		8,920
Per Common Share Data:
Earnings per share after cumulative effect of change in accounting principle:
	Basic	$	1.48	$	1.17		$	1.17	$	0.99	$	1.25
	Diluted		1.47		1.17			1.17		0.98		1.25
Distributions to shareholders		$	11,942	$	12,091		$	12,126	$	11,970	$	11,967
Weighted average basic shares outstanding			7,105		7,186			7,218		7,133		7,123
Weighted average diluted shares outstanding			7,125		7,187			7,218		7,165		7,148
Balance Sheet Data:
Cash and cash equivalents		$	5,542	$	2,939		$	5,744	$	4,550	$	5,033
Accounts receivable, net			17,627		15,954			12,791		9,864		6,035
Investment in real estate (before accumulated depreciation)			557,349		557,995			542,955		535,980		473,213
Total assets			552,729		560,284			550,506		544,404		484,682
Mortgages and notes payable			347,275		354,008			337,552		328,248		295,618
Total liabilities			371,167		374,439			358,662		348,727		314,436
Minority interest			48,157		47,301			48,396		48,535		42,282
Shareholders equity			133,405		138,544			143,448		147,142		127,964



	Year Ended December 31,

	2001			2000			1999			1998			1997

Other Data:
Funds from operations — diluted(2)	$	31,607		$	30,126		$	28,868		$	24,330		$	20,778
Funds available for distribution(3)		28,572			24,985			25,245			21,226			17,342
Cash provided by operating activities		24,556			17,126			23,954			16,794			17,026
Cash provided by (used in) investing activities		5,774			(12,779	)		(10,703	)		(38,280	)		(153,183	)
Cash (used in) provided by financing activities		(27,727	)		(7,152	)		(12,057	)		21,003			137,649
Number of properties		57			56			54			54			50
Company owned GLA (in thousands)		9,789			10,043			9,213			9,029			8,372
Occupancy rate		95.5	%		93.7	%		93.0	%		93.1	%		93.6	%


(1)	In 2000, we changed our method of accounting for percentage rental revenue in accordance with SEC Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements.” See Note 12 in the accompanying financial statements.

(2)	Management generally considers funds from operations (“FFO”) an appropriate supplemental measure of financial performance because it is predicated on cash flow analyses. We have adopted the most recent National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO, which was amended effective January 1, 2000. Under the NAREIT definition, FFO represents income before minority interest, excluding extraordinary items, as defined under accounting principles generally accepted in the United States of America, gains 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. Our computation of FFO may, however, differ from the methodology for calculating FFO utilized by other real estate companies, and therefore, may not be comparable to these other real estate companies. FFO should not be considered an alternative to net income as an indication of our performance or to cash flows as a measure of liquidity or our ability to pay distributions. Furthermore, while net income and cash generated from operating, investing and financing activities, determined in accordance with accounting principles generally accepted in the United States of America, consider capital expenditures which have been and will be incurred in the future, the calculations of FFO does not.

(3)	Management defines funds available for distribution as diluted funds from operations, as defined above, less straight line rent and non-recoverable recurring capital expenditures, plus amortization of management contracts. Our computation of FAD may, however, differ from the methodology for calculating FAD utilized by other real estate companies, and therefore, may not be comparable to these other real estate companies. FAD should not be considered an alternative to net income as an indication of our performance or to cash flows as a measure of liquidity or our ability to pay distributions. Furthermore, while net income and cash generated from operating, investing and financing activities, determined in accordance with accounting principles generally accepted in the United States of America consider capital expenditures which have been and will be incurred in the future, the calculations of FAD does not.


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. Dollars are in thousands, except per Share and per Unit amounts.

This Form 10-K contains forward-looking statements with respect to the operation of certain of our properties. We believe the expectations reflected in the forward-looking statements made in this document are based on reasonable assumptions. Certain factors could occur that might cause actual results to vary. These include: our success or failure in implementing our business strategy; economic conditions generally and in the commercial real estate and finance markets specifically; our cost of capital, which depends in part on our

asset quality, our relationships with lenders and other capital providers, our business prospects and outlook and general market conditions, and changes in governmental regulations, tax rates and similar matters, and other factors discussed elsewhere in this Form 10-K report filed with the Securities and Exchange Commission. The forward-looking statements are identified by terminology such as “may,” “will,” “should,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” “predict” or similar terms. Although we believe that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those projected in the forward-looking statements.

Overview

We are a fully integrated, self-administered and self-managed real estate investment trust that develops, acquires, manages and owns community centers in the midwestern, southeastern and mid-Atlantic regions of the United States. As of December 31, 2001, we had a portfolio of 57 shopping centers totaling approximately 11.4 million square feet of gross leaseable area located in 12 states. Our properties consist of 56 community shopping centers; nine of which are power centers and three of which are single tenant facilities. We also own one enclosed regional mall.

Our operating results are dependent primarily upon rental income received from tenants under existing leases. Our future success is dependent in part on our ability to collect rental payments, maintain occupancy and increase rental rates as leases expire. An economic slowdown could result in increases in our overall vacancy rates or declines in the rent we can charge to re-lease properties upon expiration of current leases.

Occupancy — Occupancy in 2001 increased for our overall portfolio with a breakdown by asset category as follows:


	2001			2000

Enclosed regional mall		94.0	%		89.9	%
Community centers		95.6			94.2
Portfolio summary		95.5	%		93.7	%

Average Base Rents — Average base rents, per square foot, for the two portfolio categories at December 31, 2001 and 2000 were as follows:


					Percentage
	2001		2000		Increase

Enclosed regional mall	$	8.58	$	8.35		2.8	%
Community centers		7.40		6.90		7.2	%
Portfolio summary	$	7.44	$	7.04		5.7	%

Lease Renewals — We achieved the following in base rent for leases that were renewed during 2001:


	Per Square		Per Square		Percentage
	Foot Rent		Foot Rent		Increase
	Prior Lease		New Lease		(Decrease)			GLA

Enclosed regional mall	$	13.19	$	13.04		(1.2	)%		6,679
Community centers	$	7.22	$	7.63		5.6	%		318,857

New Leases — For new leases entered into during 2001, we achieved the following increases in base rent:


	Per Square
	Foot Rent		Per Square		Percentage
	Portfolio		Foot Rent		Increase
	Average		New Lease		(Decrease)		GLA

Anchor	$	5.89	$	8.05		36.6%		416,129
Non-anchor	$	11.26	$	11.54		2.5%		250,263


	Per Square
	Foot Rent		Per Square		Percentage
	Portfolio		Foot Rent		Increase
	Average		New Lease		(Decrease)		GLA

Enclosed regional mall	$	—	$	—		—%		—
Community centers	$	7.45	$	9.36		25.6%		666,392

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements. It is our opinion that we fully disclose our significant accounting policies in the Notes to the Consolidated Financial Statements. Consistent with our disclosure policies we include the following discussion related to what we believe to be our most critical accounting policies that require our most difficult, subjective or complex judgment:

Reserve for Bad Debts — We provide for bad debt expense based upon the reserve method of accounting. Historically we have provided approximately 0.5% of rental revenues as our annual bad debt reserve based on the level of bad debt we have experienced. Due to the economic downturn in the retail industry and the increase in the number of retail companies filing for bankruptcy protection (including Kmart Corporation during January 2002), we increased the bad debt expense to approximately 0.9% of rental revenue for the year ended December 31, 2001.

We continuously monitor the collectability of our accounts receivable (billed, unbilled and straight-line) from tenants and based on our judgment, adjust the allowance for bad debts as necessary. It is our policy to cease recording rental income from tenants when we believe such amounts would be uncollectible. Management believes the allowance is adequate to absorb currently estimated bad debts. However, if we experience bad debts in excess of the reserves we have established, our operating income would be reduced.

Bad debt expense amounted to $735, $330 and $559 for the three years ended December 31, 2001, 2000 and 1999, respectively.

Revenue Recognition — Shopping center space is generally leased to retail tenants under leases which are accounted for as operating leases. We recognize minimum rents on the straight-line method over the terms of the leases, as required under Statement of Financial Accounting Standard No. 13. 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 tenant recoveries 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.

Straight line rental income was greater than the current amount required to be paid by our tenants by $2,135, $3,383 and $2,705 for the years ended December 31, 2001, 2000 and 1999, respectively. Accounts receivable include unbilled straight-line rent receivables of $10,560 at December 31, 2001 and $9,865 at December 31, 2000. Straight line rent receivable at December 31, 2001, includes approximately $1,997 due from Kmart Corporation.

Real Estate — We record real estate assets at the lower of cost or fair value if impaired. 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 cost for the construction (including demolition costs) incurred in connection with the redevelopment are capitalized to the extent such costs do not exceed the estimated fair value when complete. To the extent such costs exceed the estimated fair value of such property, the excess is charged to expense.

and our plans for future operations. For the years ended, December 31, 2001, 2000 and 1999, none of our assets were considered impaired.

During 2001, we have completed redevelopment projects aggregating approximately 212,300 square feet at a total cost of approximately $9,100 at three of our shopping centers (Conyers Crossing, Clinton Valley Mall and Roseville Plaza). We are currently expanding or redeveloping two shopping centers (Sunshine Plaza and Lantana Plaza) for a total cost of approximately $12,000.

In 2002 we will begin the redevelopment of our Tel-Twelve shopping center from an enclosed regional mall to an open-air center for a total cost of approximately $17,000. In connection with the redevelopment, we will demolish approximately 20% of the Gross Leasable Area (133,000 square feet) of the shopping center and construct a 139,600 square foot building for a nationally recognized home improvement retailer.

Proposed development and acquisition costs amounted to $8,394 at December 31, 2001 and $5,190 at December 31, 2000, and included our investment of $5,140 in an entity that is currently developing a shopping center. The cost method is used to account for our investment in the entity because we do not have the ability to exercise significant influence over the investee’s operating and financial policies.

Using our best estimates based on reasonable and supportable assumptions and projections, we review for impairment such assets whenever events or changes in circumstances indicate that the carrying amount of these assets might not be recoverable.

Result of Operations

Comparison of Year Ended December 31, 2001 to Year Ended December 31, 2000

Total revenue increased 2.8% or $2,441 to $90,973 for the year ended December 31, 2001 as compared to $88,532 for the year ended December 31, 2000. Of the $2,441 increase, $815 was the result of increased minimum rents. The sale of White Lake MarketPlace and Athens Town Center in 2001 resulted in a reduction of $2,532 in minimum rents offset by a $3,347 increase in minimum rents in our portfolio when compared to the year ended December 31, 2000.

Recoveries from tenants decreased $581, or 2.4% to $23,303 for the twelve months ended December 31, 2001, as compared to $23,884 for the twelve months ended December 31, 2000. The overall recovery ratio was 95.3% for the year ended December 31, 2001, compared to 97.3% for the year ended December 31, 2000. The decline in this ratio is a result of decreased occupancy during redevelopment of four shopping centers and the sale of White Lake MarketPlace and Athens Town Center.

In January 2001, we sold White Lake MarketPlace to Pontiac Mall Limited Partnership for cash of $20,200, resulting in a gain on sale of approximately $5,300. Various executive officers/trustees of the Company are partners in that partnership. The property was offered for sale, utilizing the services of a national real estate brokerage firm, and we accepted the highest offer from an unrelated party. Subsequently the buyer cancelled the agreement. Pontiac Mall Limited Partnership presented a comparable offer, which resulted in more favorable economic benefits to us. The sale of the property was entered into upon the unanimous approval of the independent members of our Board of Trustees.

Since January 1, 2001, Ramco-Gershenson, Inc. (“Ramco”), our management company providing property management services to us and to other entities, has been consolidated in our financial statements. As of January 1, 2001, Ramco elected to be a taxable real estate investment trust subsidiary for federal income tax purposes. In conjunction with the tax election, we entered into an option agreement to purchase the remaining voting common stock of Ramco. In prior years this entity was accounted for using the equity method of accounting. Fees and management income earned by Ramco contributed $2,485 to the increase in revenue for the year ended December 31, 2001.

For the twelve months ended December 31, 2001, percentage rents decreased $303 to $1,442, as compared to $1,745 for the twelve months ended December 31, 2000. The decrease is the result of tenant changes associated with redevelopment projects and our efforts to convert percentage rent to higher minimum rent when renewing leases. Interest and other income increased $25, to $2,700 for the twelve months ended December 31, 2001.

Total expenses for the year ended December 31, 2001 increased 4.2%, or $3,107 to $77,670, compared to $74,563 for the year ended December 31, 2000. The increase was due to a $1,809 increase in depreciation and amortization; a $2,817 increase in general and administrative expenses; and a $4 increase in other operating expenses. The increase was offset by a $99 decrease in total recoverable expenses, including real estate taxes and a $1,424 decrease in interest expense.

Depreciation and amortization increased 11.8% in 2001, to $17,083 from $15,274 in 2000. The increase is primarily due to the redevelopment projects completed during 2001 and amortization of leasing commissions and financing costs. The consolidation of Ramco in 2001 contributed $299 to the increase.

General and administrative expenses were $8,337 and represented 9.2% of total revenue for the year ended December 31, 2001, as compared to $5,520 and 6.2% of total revenue for the same period in 2000. The $2,817 increase is principally attributable to consolidating Ramco in our financial statements in 2001. Fee and management income of $2,485 included in total revenue for the year ended December 31, 2001, were offset against our management fee paid to Ramco prior to 2001.

Interest expense decreased $1,424, from $27,756 to $26,332 for the twelve months ended December 31, 2001. The 5.1% decrease is the result of lower balances on our secured credit facility through Fleet National Bank (“Credit Facility”) and mortgages as well as reduced interest rates, offset by a reduction in our capitalization of interest on development and redevelopment projects. Capitalized interest amounted to $1,310 during the twelve months ended December 31, 2000, and related to construction of Auburn Mile and redevelopment projects, as compared to $348 of capitalized interest for redevelopment projects for the same period in 2001. For the year ended December 31, 2001, weighted average interest rates decreased to 7.2% compared to 8.3% for the same period in 2000.

Earnings from unconsolidated entities increased $615 from $198 in 2000 to $813 for the year ended December 31, 2001. Our share of Rossford Development LLC’s income increased from $24 in 2000 to $262 in 2001. The two joint ventures we invested in during 2001 contributed $15 to the increase. In addition, depreciation and amortization expense arising from our net basis in the unconsolidated entities’ assets decreased by $148 from $267 in 2000 to $119 for the year ended December 31, 2001.

During the year ended December 31, 2001, we completed $29,045 in asset sales and recognized net gains of $5,550. The sales of properties included White Lake MarketPlace and Athens Town Center, as well as the sales of four parcels of land.

The increase in minority interest is the result of higher income before minority interest for the twelve months ended December 31, 2001 when compared to the twelve months ended December 31, 2000.

Comparison of Year Ended December 31, 2000 to Year Ended December 31, 1999

Total revenue increased 5.0% or $4,233 to $88,532 for the year ended December 31, 2000, compared to $84,299 for the year ended December 31, 1999. Of this increase, minimum rents increased by $449, or 0.8%, to $60,228 in 2000 from $59,779 in 1999. Recoveries from tenants increased $2,398 or 11.2% to $23,884 for the year ended December 31, 2000, compared to $21,486 for the year ended December 31, 1999.

The sale of Chester Springs and Rivertowne Square in August 1999 to RPT/ Invest, LLC and the disposition of Commack (Toys R Us) and Trinity Corners Shopping Center in December 1999 accounted for a reduction in minimum rent of $3,066 for the year ended December 31, 2000. Development projects at White Lake MarketPlace and Auburn Mile contributed $2,441 to minimum rent when compared to 1999. The balance of the increase in minimum rents is primarily attributable to five redevelopment projects completed during 2000.

Recoveries from tenants increased $2,398, or 11.2% and is primarily due to a higher level of recoverable operating expenses and real estate taxes associated with White Lake MarketPlace and Auburn Mile developments. The overall recovery ratio was 97.3% for the year ended December 31, 2000, compared to 96.8% for the year ended December 31, 1999.

For the twelve months ended December 31, 2000, percentage rents decreased $292 to $1,745, compared to $2,037 for the twelve months ended December 31, 1999. This decrease is primarily the result of our initiative to convert tenants to higher minimum rent, reducing our reliance on percentage rents as a potential source of revenue. Interest and other income increased $1,678, from $997 for the twelve months ended December 31, 1999 to $2,675. Lease termination fees were $1,001 greater in the twelve months ended December 31, 2000 when compared to the same period in 1999 and kiosk license income increased $255 for the period. Gain on sale of land options during the twelve months ended December 31, 2000, accounted for $238 of the increase.

Total expenses for the year ended December 31, 2000 increased 9.1%, or $6,248, to $74,563 compared to $68,315 for the year ended December 31, 1999. The increase was due to a $2,352 increase in operating expenses, including recoverable operating expenses and real estate taxes, a $1,963 increase in depreciation and amortization, a $42 increase in other operating expenses, a $2,335 increase in interest expense, and a $444 decrease in general and administrative expenses.

Real estate taxes increased $1,639, or 21.0%, from $7,810 to $9,449 for the year ended December 31, 2000. White Lake MarketPlace and Auburn Mile development projects contributed $1,228 to the increase in real estate taxes when compared to 1999.

The $1,963 increase in depreciation is primarily due to the redevelopment projects we completed during 2000 and amortization for current year additions of tenant improvements and leasing commissions. Depreciation and amortization for White Lake MarketPlace contributed $286 to the increase.

General and administrative expenses were $5,520 and represented 6.2% of total revenue for the year ended December 31, 2000, compared to $5,964 and 7.1% of total revenue for the same period in 1999. The decrease is primarily attributable to a $249 gain on sale of real estate recognized by Ramco, one of our unconsolidated entities in 2000, and by increased leasing and development fees earned by the unconsolidated entity, which reduced our reimbursement obligation.

Interest expense increased $2,335, from $25,421 to $27,756 for the twelve months ended December 31, 2000. The 9.2% increase is the result of higher interest rates on variable rate debt for the twelve months ended December 31, 2000, increased borrowings on the Credit Facility and increased borrowings on the construction loans used to finance White Lake MarketPlace and the Auburn Mile developments.

Earnings from unconsolidated entities increased $402, to $198 in 2000 from a loss of $204 in 1999. Improved operating results of the unconsolidated entities increased $208, from $257 in 1999 to $465 for the year ended December 31, 2000. In addition, depreciation and amortization expense arising from our net basis in the unconsolidated entities’ assets decreased by $194 for the year ended December 31, 2000.

During the year ended December 31, 2000, we completed $5,431 in asset sales and recognized net gains of $3,795. The sales of properties included land parcels at Tel-Twelve Mall in April 2000 and Roseville Plaza in December 2000.

The increase in minority interest is primarily the result of higher income before minority interest for the twelve months ended December 31, 2000 when compared to the twelve months ended December 31, 1999.

Liquidity and Capital Resources

We generated $24,556 in cash flows from operating activities and $5,774 from investing activities for the year ended December 31, 2001. Redevelopment of four shopping centers and improvements to existing properties used $21,727 and additional investments in unconsolidated entities used $2,469 during the year ended December 31, 2001. Proceeds from the sale of real estate provided $29,045 during the year. Financing activities used $27,727 during the twelve months ended December 31, 2001. Borrowings under the Credit

Facility, provided $470, net of repayments of $4,950, and repayments on construction loans used $13,575. Cash distributions to shareholders, holders of operating partnership units, and dividends paid to preferred shareholders amounted to $20,247.

The following is our contractual cash obligations as of December 31, 2001.



				Payments Due by Period

				Less		1 - 3		4 - 5		After 5
Contractual Obligations		Total		than 1 year		years		years		years

Long-term debt		$	347,275	$	8,287	$	157,194	$	154,680	$	27,114
Operating leases			908		363		545		—		—
Unconditional construction cost obligations			5,300		5,300		—		—		—

	Total contractual cash obligations	$	353,483	$	13,950	$	157,739	$	154,680	$	27,114

Our mortgages and notes payable amounted to $347,275 at December 31, 2001 with a weighted average interest rate of 7.15%. The debt consists of twelve loans secured by various properties, plus one unsecured term loan and the Credit Facility, as described below. Ten of the mortgage loans amounting to $195,290 have maturities ranging from 2006 to 2011, monthly payments which include regularly scheduled amortization, and have fixed interest rates ranging between 6.83% to 8.81%. One of the mortgage loans, evidenced by tax free bonds, amounting to $6,560 secured by Oak Brook Square Shopping Center, matures in 2010, and carries a floating interest rate equal to 75% of the new issue long term Capital A rated utility bonds, plus interest to the lender sufficient to cause the lender’s overall yield on its investment in the bonds to be equal to 200 basis points over their applicable LIBOR rate (6.41% at December 31, 2001).

In April 2001, we executed a $10,340 mortgage loan with LaSalle Bank N.A., secured by the property at Madison Shopping Center. The loan has a fixed interest rate of 7.51% and matures in May 2011.

In November 2001, we converted a construction loan to finance the Auburn Mile shopping center development located in Auburn Hills, Michigan to a new $21,000 mortgage loan. The loan carries an interest rate of 200 basis points over LIBOR, an effective rate of 4.75% at December 31, 2001, and matures in September 2005.

The Credit Facility bears interest between 162.5 and 225 basis points over LIBOR depending on certain debt ratios (effective interest rate of 6.6% at December 31, 2001) and matures September 2003. The Credit Facility is secured by mortgages on various properties and contains financial covenants relating to liabilities-to-assets ratios, minimum operating coverage ratios and a minimum equity value. As of December 31, 2001, we were in compliance with the covenant terms.

Outstanding letters of credit issued under the Credit Facility amounted to $818 at December 31, 2001.

Under terms of the Credit Facility, we are required to maintain interest rate swap agreements to reduce the impact of changes in interest rate on our floating rate debt. We have interest rate swap agreements with an aggregate notional amount of $75,000 at December 31, 2001. Based on rates in effect at December 31, 2001, the agreements provide for fixed rates ranging from 7.0% to 8.3% and expire at various dates through March 2004. We are exposed to credit loss in the event of non-performance by the counter party to the interest rate swap agreements; however we do not anticipate non-performance by the counter party.

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, 2001, our variable rate debt accounted for approximately $76,985 of outstanding debt with a weighted average interest rate of 5.1%. Variable rate debt accounted for approximately 22.2% of our total debt and 14.2% of our total capitalization.

Our debt to total market capitalization (our debt plus the market value of our equity) ratio was 64.3% at December 31, 2001.

The properties in which Ramco-Gershenson Properties, L.P. (the “Operating Partnership”), owns an interest and which we account for using the equity method of accounting are subject to non-recourse mortgage indebtedness. At December 31, 2001, the pro rata share of non-recourse mortgage debt of these properties held by unconsolidated entities was $25,796 with a weighted average interest rate of 6.2%.

The mortgage loans (other than our Credit Facility) encumbering our properties, including properties held by our unconsolidated joint ventures, 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.

With respect to the Crossroads Centre shopping center, which is owned by a joint venture in which we have a 10% interest, we have guaranteed to the joint venture the completion of the center by October 17, 2002, and we have entered into a master lease with the joint venture under which we are obligated to provide net operating income sufficient to provide a 1.2 to 1.0 debt service coverage ratio. In the event that the center is not completed by the scheduled completion date, we would be obligated to the joint venture for any damages it incurs due to such failure. We believe that the construction of the center has been substantially completed in accordance with the terms of our agreement. We have the option to purchase the Crossroads Centre shopping center from the joint venture, exercisable by notice on or before July 16, 2002, and if we do not exercise this option, we will be obligated to make an option payment of $3.3 million to the 90% owner of this joint venture on July 17, 2002.

Our capital structure at December 31, 2001, includes property-specific mortgages, an unsecured term loan, the Credit Facility, our Series A Preferred Shares, our Common Shares and a minority interest in the Operating Partnership. At December 31, 2001, the minority interest in the Operating Partnership represented a 29.3% ownership in the Operating Partnership which may, under certain conditions, be exchanged for 2,944,977 Common Shares.

As of December 31, 2001, Operating Partnership Units (“OP Units”) issued were exchangeable for our Common Shares 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 in cash based on the current trading price of our Common Shares. Assuming the exchange of all limited partnership interests in the Operating Partnership, there would have been 10,037 of our common shares outstanding at December 31, 2001, with a market value of approximately $161,086 at December 31, 2001 (based on the closing price of $16.05 per share on December 31, 2001).

The principal uses of our liquidity and capital resources are for acquisitions, development, redevelopment, including expansion and renovation programs and debt repayment. To maintain our qualification as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”), we are required to distribute to our shareholders at least 90% of our “Real Estate Investment Trust Taxable Income” as defined in the Code.

We have historically funded, and may continue to fund, some of our acquisition and development activities by entering into joint venture transactions with third parties in which we own 50% or less of the joint venture entity.

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 will impact the timing of future sales. Net proceeds from the sale of properties are expected to reduce outstanding debt.

The conversion of our Tel-Twelve shopping center from an enclosed regional mall to an open-air center is currently in process along with the proposed redevelopment at our Shoppes of Lakeland. These redevelopments will include demolition and rebuilding of a portion of Tel-Twelve, as well as retenanting of the Shoppes of Lakeland. As a result of reduced rental income during the redevelopment period, it is our estimate that net income will decrease by approximately $3,400 for these two centers for the year ended December 31, 2002.

We anticipate that the combination of the availability under the Credit Facility, possible equity offerings, the sale of existing properties, and potential new debt will satisfy our expected working capital requirements through at least the next 12 months. We anticipate adequate liquidity for the foreseeable future to fund future developments, expansions, repositionings, and to continue currently planned capital programs, and to make distributions to our shareholders in accordance with the Code’s requirements applicable to REITs. Although we believe that the combination of factors discussed above will provide sufficient liquidity, no such assurance can be given.

Economic Conditions

Substantially all of the leases at our properties provide for tenants to pay their pro rata share of operating expenses, including common area maintenance and real estate taxes, thereby reducing our exposure to increases in operating expenses resulting from inflation. Many of the tenants’ leases contain provisions designed to lessen the impact of inflation. Such provisions include the ability to receive percentage rentals based on a tenant’s gross sales, which generally increase as prices rise, and or escalation clauses, which generally increase rental rates during the terms of the leases. In addition, many of the leases are for terms of less than ten years, which may enable the Operating Partnership to replace existing leases with new leases at a higher base and/or percentage rentals if rents of the existing leases are below the then existing market rate.

The retail industry has experienced some financial difficulties during the past few years and certain local, regional and national retailers have filed for protection under bankruptcy laws. If this trend should continue, our future earnings performance could be negatively impacted.

Risks Related to Our Business

Adverse Market Conditions and Tenant Bankruptcies

The economic performance and value of our 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. Our current properties are located in 12 states in the midwestern, southeastern and mid-Atlantic regions of the United States. The economic condition of each of our markets may be dependent on one or more industries. An economic downturn in one of these industries may result in a business downturn for our 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.

Any tenant bankruptcies, leasing delays, or failure to make rental payments when due could result in the termination of the tenant’s lease, causing material losses to us and adversely impacting our operating results. If our properties do not generate sufficient income to meet our operating expenses, including future debt service, our income and results of operations would be adversely affected. During 2001, seven of our tenants filed for bankruptcy protection, representing a total of 15 locations. These tenants represented approximately 1.7% of our annualized base rental income at December 31, 2001. During January 2002, two more of our tenants filed for bankruptcy protection, including Kmart Corporation, which represented approximately 6.1% of our annualized base rental income at December 31, 2001.

Any bankruptcy filings by or relating to one of our tenants or a lease guarantor would bar all efforts by us to collect pre-bankruptcy debts from that tenant, the lease guarantor or their property, unless we receive an order permitting us to do so from the bankruptcy court. A tenant or lease guarantor bankruptcy could delay our efforts to collect past due balances under the relevant leases and could ultimately preclude full collection of these sums. If a lease is assumed by the tenant in bankruptcy, all pre-bankruptcy balances due under the lease must be paid to us in full. However, if a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages. Any unsecured claim we hold may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. It is possible that we may recover substantially less than the full value of any unsecured claims we hold, if at all, which may adversely affect our operating results and financial condition.

Several of our tenants represent a significant portion of our leasing revenues. As of December 31, 2001, we received 8.7% of our annualized rent from Wal-Mart Stores, Inc. and 6.1% from Kmart Corporation. Five other tenants each represented at least 2.0% of our total annualized base rent. The concentration in our leasing revenue from a small number of tenants creates the risk that, should these tenants experience financial difficulties, our operating results could be adversely affected.

We are involved in various tax disputes with the Internal Revenue Service and may not be able to resolve these disputes on satisfactory terms.

We are involved in a dispute with the IRS that relates to its examination of our taxable years ended December 31, 1991, through 1995. During the third quarter of 1994, we held more than 25% of the value of our total assets in short-term Treasury Bill reverse repurchase agreements, which could be viewed as non-qualifying assets for purposes of determining whether we qualify to be taxed as a REIT. We requested that the IRS enter into a closing agreement with us that our ownership of the short-term Treasury Bill reverse repurchase agreements would not adversely affect our status as a REIT. The IRS deferred any action relating to this issue pending the further examination of our taxable years ended December 31, 1991, through 1994. As discussed below, the field examination has since been completed and the IRS has proposed to disqualify us as a REIT for our taxable year ended December 31, 1994, based on our ownership of the short-term Treasury Bill reverse repurchase agreements.

In connection with the incorporation and distribution of all of the shares of Atlantic Realty Trust in May 1996, we entered into a tax agreement with Atlantic under which Atlantic assumed all tax liability arising out of the IRS’ then ongoing examination, 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 interest, penalties, additions to tax and costs relating to covered taxes. In addition, the tax agreement provides that, to the extent any of our taxes which Atlantic is obligated to pay under the tax agreement can be avoided through the declaration of a “deficiency dividend” (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 percentage of our “REIT taxable income” for such year), we will make, and Atlantic will reimburse us for the amount of, such deficiency dividend.

In addition to examining our taxable years ended December 31, 1991, through 1994, the IRS examined our taxable year ended December 31, 1995. Based on these examinations, the IRS has not only proposed to disqualify us as a REIT for our taxable year ended December 31, 1994, based on our ownership of the short-term Treasury Bill reverse repurchase agreements, as noted above, but has also proposed to adjust (increase) our “REIT taxable income” for the taxable years ended December 31, 1991, 1992, 1993, and 1995. If sustained, the adjustments proposed by the IRS to our “REIT taxable income” would, in and of themselves, disqualify us as a REIT for at least some of these years unless we were to pay a deficiency dividend for each of the taxable years for which we would otherwise be disqualified as a REIT as a result of having failed to distribute a sufficient amount of our taxable income. We are continuing to dispute these issues with the IRS through an administrative appeals procedure. In addition, the IRS is currently conducting an examination of our taxable years ended December 31, 1996, and 1997, and of our operating partnership for the taxable years ended December 31, 1997, and 1998.

Based on the second of two examination reports issued by the IRS, we could be liable for up to $54.1 million in combined taxes, penalties and interest through March 31, 2002. However, this examination report acknowledges (as does the initial examination report) that we can avoid disqualification as a REIT for certain of our examined tax years if we distribute a deficiency dividend to our shareholders. The distribution of a deficiency dividend would be deductible by us, thereby reducing our liability for federal income tax. Based on the second examination report, the proposed adjustments to our “REIT taxable income” would require us to pay a deficiency dividend to our current shareholders resulting in combined taxes, penalties, interest and deficiency dividends of approximately $56.3 million as of March 31, 2002.

If the IRS successfully challenges our status as a REIT for any taxable year, we will be able to re-elect REIT status commencing with the fifth succeeding taxable year (or possibly an earlier taxable year if we meet

certain relief provisions of the Internal Revenue Code). Thus, for example, if the IRS successfully challenges our status as a REIT solely for our taxable year ended December 31, 1994, based on our ownership of the short-term Treasury Bill reverse repurchase agreements, we will be able to re-elect REIT status no later than our taxable year which began January 1, 1999.

In the notes to the consolidated financial statements made part of Atlantic’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission for the quarter ended September 30, 2001, Atlantic has disclosed its liability for the tax deficiencies (and interest and penalties on the tax deficiencies) proposed to be assessed against us by the IRS for the taxable years ended December 31, 1991, through 1995, as reflected in each of the two examination reports issued by the IRS. We believe, but can provide no assurance, that Atlantic currently has sufficient assets to pay such tax deficiencies, interest and penalties. According to the quarterly report on Form 10-Q filed by Atlantic for its quarter ended September 30, 2001, Atlantic had net assets on September 30, 2001, of approximately $60 million (as determined pursuant to the liquidation basis of accounting). If the amount of tax, interest and penalties assessed against us ultimately exceeds the amounts proposed in each of the examination reports, however, because interest continues to accrue on the proposed tax deficiencies, or if additional tax deficiencies are proposed or for any other reason, then Atlantic may not have sufficient assets to reimburse us for all amounts we must pay to the IRS, and we would be required to pay the difference out of our own funds. Accordingly, the ultimate resolution of any controversy over tax liabilities covered by the above-described tax agreement may have a material adverse effect on our financial position, results of operation or cash flows, including if we are required to distribute deficiency dividends to our shareholders and/or pay additional taxes, interest and penalties to the IRS in amounts that exceed the value of Atlantic’s net assets. Moreover, the IRS may assess us with taxes that Atlantic is not required under the above-described tax agreement to pay, such as taxes arising from the recently-commenced examination of us for the taxable years ended December 31, 1996, and 1997, and of our operating partnership for the taxable years ended December 31, 1997, and 1998. There can be no assurance, therefore, that the IRS will not assess us with substantial taxes, interest and penalties which Atlantic cannot, is not required to, or otherwise does not pay.

Our failure to qualify as a REIT would result in higher taxes and reduced cash available for our shareholders.

We believe that we currently operate in a manner so as to qualify as a REIT for federal income tax purposes. If, however, we were to fail to qualify as a REIT in any taxable year, we would be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates, and distributions to shareholders would not be deductible by us in computing our taxable income. Any such corporate tax liability could be substantial and would reduce the amount of cash available for distribution to our shareholders, which in turn could have an adverse impact on the value of, and trading prices for, our shares. Unless entitled to relief under certain Internal Revenue Code provisions, we also would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to qualify as a REIT.

Ability to successfully identify or complete suitable acquisitions and new developments.

Integral to our business strategy is our ability to continue to acquire and develop properties. We also may not be successful in identifying suitable real estate properties that meet our acquisition criteria and are compatible with our growth strategy or in consummating acquisitions or investments on satisfactory terms. We may not be successful in identifying suitable areas for new development, negotiating for the acquisition of the land, obtaining required permits and authorizations, completing developments in accordance with our budgets and on a timely basis or leasing any newly-developed space. If we fail to identify or complete suitable acquisitions or developments within our budget, our financial condition and results of operations could be adversely affected and our growth could slow, which in turn could adversely impact our share price.

Our redevelopment projects may not yield anticipated returns, which would adversely affect our operating results.

A key component of our business strategy is exploring redevelopment opportunities at existing properties within our portfolio and in connection with property acquisitions. To the extent that we engage in these redevelopment activities, they will be subject to the risks normally associated with these projects, including, among others, cost overruns and timing delays as a result of the lack of availability of materials and labor, weather conditions and other factors outside of our control. Any substantial unanticipated delays or expenses could adversely affect the investment returns from these redevelopment projects and adversely impact our operating results.

Sensitivity Analysis

We are exposured to interest rate risk on our variable rate debt obligations. Based on our debt and interest rates and the interest rate swap agreements in effect at December 31, 2001, a 100 basis point change in interest rates would affect our earnings and cash flows by approximately $768.

Funds From Operations

We generally consider funds from operations, also known as “FFO,” an appropriate supplemental measure of our financial performance because it is predicated on cash flow analyses. We have adopted the most recent National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO, which was amended effective January 1, 2000. Under the NAREIT definition, FFO represents income before minority interest, excluding extraordinary items, as defined under accounting principles generally accepted in the United States of America, gains 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. Our computation of FFO may, however, differ from the methodology for calculating FFO utilized by other real estate companies, and therefore, may not be comparable to these other real estate companies. FFO should not be considered an alternative to net income as an indication of our performance or to cash flows as a measure of liquidity or our ability to pay distributions.

FFO does not represent cash generated from operating activities in accordance with accounting principles generally accepted in the United States of America and should not be considered an alternative to net income as an indication of our performance or to cash flows from operating activities a measure of liquidity or our ability to pay distributions. Furthermore, while net income and cash generated from operating, investing and financing activities, determined in accordance with accounting principles generally accepted in the United States of America, consider capital expenditures which have been and will be incurred in the future, the calculations of FFO does not.

The following table illustrates the calculation of FFO for the years ended December 31, 2001, 2000 and 1999:


			2001			2000			1999

Net Income			$	13,863		$	11,756		$	11,839
	Less: Gain on sale of property(1)			(5,207	)		(3,420	)		(1,225	)
	Add: Depreciation and amortization			17,148			15,584			13,339
		Cumulative effect of change in accounting principle		—			1,264			—
		Minority interest in partnership		5,803			4,942			4,915

Funds from operations — diluted				31,607			30,126			28,868
	Less: Preferred share dividends			(3,360	)		(3,360	)		(3,407	)

Funds from operations — basic			$	28,247		$	26,766		$	25,461

Weighted average equivalent shares outstanding(2)
	Basic			10,050			10,131			10,170

	Diluted			12,070			12,132			12,170

Supplemental disclosure:
	Straight-line rental income		$	2,135		$	3,383		$	2,705

	Amortization of management contracts and covenants not to compete		$	224		$	224		$	422


(1)	Excludes gain on sale of undepreciated land of $343 in 2001, $375 in 2000 and includes $251 gain on sale of property of an unconsolidated entity in 1999.

(2)	For basic FFO, represents the weighted average total shares outstanding, assuming the redemption of all Operating Partnership Units for Common Shares. For diluted FFO, represents the weighted average total shares outstanding, assuming the redemption of all Operating Partnership Units for Common Shares, the Series A Preferred Shares converted to Common Shares and the Common Shares issuable under the treasury stock method upon exercise of stock options.

Capital Expenditures

During 2001, we spent approximately $6,193 on revenue-generating capital expenditures including tenant allowances, leasing commissions paid to third-party brokers, legal costs relative to lease documents, and capitalized leasing and construction costs. These types of costs generate a return through rents from tenants over the term of their leases. Revenue-enhancing capital expenditures, including expansions, renovations and repositionings were approximately $12,884.

Impact of Recent Accounting Pronouncements

In June 2001, The Financial Accounting Standards Board, also known as FASB, issued Statement of Financial Accounting Standard No. 141 “Business Combinations” (“SFAS 141”). This statement requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. This statement prohibits the use of the pooling of interest method of accounting for business combinations. We do not expect the provisions of this statement to have a material impact on our consolidated financial statements.

The FASB issued Statement of Financial Accounting Standard No. 142 “Goodwill and Other Intangible Assets” (“SFAS 142”) in June 2001. This statement changes the accounting for the amortization of goodwill and other intangible assets acquired in a business combination from an amortization method to an impairment-only method. The implementation of this statement may require the use of significant judgment to determine how to measure the fair value of intangible assets. We do not expect the provisions of this statement to have a material effect on our consolidated financial statements. We will adopt SFAS 142 as required for our first quarterly filing of our 2002 fiscal year.

In August 2001, the FASB issued Statement of Financial Accounting Standard No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS 144). This statement supersedes FASB Statement No. 122, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” SFAS 144 requires an impairment loss to be recognized if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. This statement requires the use of one of two present value techniques to measure the fair value of an asset. In addition, this statement would require us to account for the sale of shopping centers as discontinued operations and not as part of our ongoing operations. We do not expect SFAS 144 to have a material impact on our consolidated financial statements, and SFAS 144 is effective as of January 1, 2002.

Effective January 1, 2001, we adopted Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133). This statement, as amended, requires us to measure all derivatives at fair value and to recognize them in the Consolidated Balance Sheet as an asset or liability, depending on our rights and obligations under each derivative contract. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are deferred and recorded as a component of other comprehensive income (“OCI”) until the hedged transactions occur and are recognized in earnings. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the ineffective portion of a hedged derivative are recognized in earnings in the current period. The adoption of SFAS 133 resulted in a transition adjustment in OCI of $348 as of January 1, 2001. This is attributable to fair value losses on interest rate swap agreements designated as cash flow hedges. For the year ended December 31, 2001, the change in fair market value of the interest rate swap agreements increased OCI’s loss by $2,831, to $3,179.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The information required by this Item is included in this report at Item 7 under the caption “Liquidity and Capital Resources”.

Item 8. Financial Statements and Supplementary Data.

The financial Statements of Ramco-Gershenson Properties Trust and the Independent Auditors’ Report thereon are filed pursuant to this Item 8 and are included in this report at Item 14.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

PART III

Item 10. Directors and Executive Officers of the Registrant

The information required by this item is incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the year covered by this Annual Report on Form 10-K with respect to our annual meeting of shareholders to be held on June 6, 2002.

Item 11. Executive Compensation

Employment Agreements

We have entered into employment agreements with Dennis Gershenson and Richard Gershenson, our President and Chief Executive Officer, and Executive Vice President and Secretary, respectively, which agreements each had an initial period of three years commencing on May 10, 1996, subject to automatic one year extensions thereafter, provided our Board of Trustees has considered the extension of such term not more than 90 days nor less than 30 days prior to the expiration of the term. Each of these employment agreements has been automatically extended through May 9, 2002. Pursuant to such agreements, each officer receives an annual base salary and such other fringe benefits and perquisites as are generally made available to our management employees. In addition to base salary, the officers receive annual performance-based compensation as determined by our Compensation Committee, but not less than a specified percentage of the increase in our funds from operation for the prior year.

These employment agreements provide for certain severance payments in the event of death or disability. In addition, each of the agreements provides that if the officer is terminated without cause or he terminates his employment for “good reason” (as defined below), he will be entitled to receive a severance payment equal to 1.99 times the “base amount” (as defined in the Internal Revenue Code of 1986, as amended) and, for the duration of the term, those fringe benefits provided for under such agreement. “Good reason” includes diminution in authority, change of location, fewer than two of Messrs. Joel Gershenson, Dennis Gershenson, Richard Gershenson, Bruce Gershenson and Michael Ward (collectively, the “Ramco Principals”) serving as members of our Board of Trustees or the Ramco Principals constituting less than 20% of the members of our board, and a “change of control.” A change of control will occur if any person or group of commonly controlled persons other than the Ramco Principals or their affiliates owns or controls, directly or indirectly, more than 25% of the voting control or value of the capital stock (or securities convertible or exchangeable therefore) of our company.

The employment agreements provide that Dennis Gershenson and Richard Gershenson will conduct all of their real estate ownership, acquisition, management and development activities (other than certain limited activities relating to their existing fast food franchise and other businesses and activities relating to certain excluded assets) through our company. In connection therewith, these officers have agreed to offer to us real estate opportunities of which they become aware (other than opportunities relating to certain excluded assets).

The employment agreements also provide that we will indemnify each officer to the fullest extent permitted by law, and will advance to such executive officer all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted.

We also entered into five year employment agreements as of April 16, 2001 with each of Messrs. Joel Gershenson, Bruce Gershenson and Michael Ward, our Chairman, Executive Vice President and Treasurer, and Executive Vice President and Chief Operating Officer, respectively. These agreements provide for a reduction in duties and salaries for these officers over the term of the agreements. Pursuant to these agreements, each officer receives a base salary of $100,000 for the first year, $75,000 for the second year, $50,000 for the third year and $35,000 for each of the fourth and fifth years. The agreements provide that each officer will devote up to 600 hours to us during the first year, up to 400 hours during the second year and up to 200 hours during the third year, and each officer will only devote time to us during the fourth and fifth years as

a member of our Advisory Committee. Our Advisory Committee consists of the Ramco Principals and meets at least once per quarter. If an officer is requested to devote additional hours to us above the commitments stated above, we will pay him additional compensation of $300 per hour. The agreements provide that Bruce Gershenson and Michael Ward will relinquish the titles of Treasurer and Chief Operating Officer, respectively, at our request.

In addition to his base salary, each officer will receive such fringe benefits and perquisites (other than any pension, profit-sharing, stock option or similar plan or program) as are generally made available from time to time to our management employees and executives. If we do not extend medical benefits to these officers at the end of the term of their employment agreements, the agreements provide that we will compensate each officer for the cost of obtaining medical benefits for life, up to a total cost of $30,000 for each year that the officer is employed with us pursuant to the agreement. In addition, if, during the period from April 15, 2001 to May 9, 2002, we grant any stock options to Dennis Gershenson, we will grant to each officer 75% of the number of options granted to Dennis Gershenson.

These employment agreements provide for certain severance payments in the event of death or disability. In addition, each of the agreements provides that if the officer is terminated without cause or he terminates his employment for “good reason” (as defined below), he will be entitled to receive a severance payment equal to the greater of (a) all compensation due to the officer through the end of the term of his employment agreement or (b) 1.99 times the “base amount” (as defined in the Internal Revenue Code of 1986, as amended) and continuation of the medical benefits provided for under the agreement. “Good reason” includes diminution in status, change of location, fewer than two of the Ramco Principals serving as members of our Board of Trustees or the Ramco Principals constituting less than 10% of the members of our board (provided that the Ramco Principals own shares and units of our operating partnership convertible into shares equal to more than 15% of our outstanding shares), and a “change of control” (using the same definition as the agreements with Dennis Gershenson and Richard Gershenson).

The employment agreements provide that the officers will not compete with us in the States of Michigan and Florida and the greater Toledo, Ohio area during the first year of the agreements. During the second and third years, the officers may compete with us but have agreed to offer us a right of first refusal for any retail development greater than 75,000 square feet anchored by a supermarket or including a major retailer in excess of 50,000 square feet. During the fourth and fifth years, the officers may compete with us without restriction.

The other information required by this item is incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the year covered by this Annual Report on Form 10-K with respect to our annual meeting of shareholders to be held on June 6, 2002.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Item 13. Certain Relationships and Related Transactions

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

14(a)(1) Financial Statements of Ramco-Gershenson Properties Trust and the Independent Auditors’ Report thereon are filed with this report:

The following financial statements of Ramco-Gershenson Properties Trust and the Independent Auditors’ Report thereon are filed with this report:


Independent Auditors’ Report			F-1
Balance Sheets as of December 31, 2001 and 2000			F-2
Statements of Income for the years ended December 31, 2001, 2000 and 1999			F-3
Statements of Shareholders’ Equity and Comprehensive Income for the years ended December 31, 2001, 2000 and 1999			F-4
Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999			F-5
Notes to Financial Statements			F-6

14(a)(2) Financial Statement Schedules required by Item 14(d).


Schedule II — Valuation and Qualifying Accounts			F-24

(a)(3) Exhibits


	3.1			Amended and Restated Declaration of Trust of the Company, dated October 2, 1997, incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	3.2			Articles Supplementary to Amended and Restated Declaration of Trust, dated October 2, 1997, incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	3.3			By-Laws of the Company adopted October 2, 1997, incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	10.1			1996 Share Option Plan of the Company, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
	10.2			Employment Agreement, dated as of May 10, 1996, between the Company and Dennis Gershenson, incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
	10.3			Employment Agreement, dated as of May 10, 1996, between the Company and Richard Gershenson, incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
	10.4			Noncompetition Agreement, dated as of May 10, 1996, between Joel Gershenson and the Company, incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
	10.5			Noncompetition Agreement, dated as of May 10, 1996, between Dennis Gershenson and the Company, incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
	10.6			Noncompetition Agreement, dated as of May 10, 1996, between Richard Gershenson and the Company, incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
	10.7			Letter Agreement, dated April 15, 1996, among the Company and Richard Smith concerning Mr. Smith’s employment by the Company, incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.


	10.8			Preferred Units and Stock Purchase Agreement dated as of September 30, 1997 by and among the Company, Special Situations RG REIT, Inc. and the Advancing Party named therein, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1997.
	10.9			Agreement Regarding Exercise of Registration Rights dated as of September 30, 1997 among the Company, the Ramco Principals (as defined therein), the Other Holders (as defined therein), Special Situations RG REIT, Inc., and the Advancing Party, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1997.
	10.10			Registration Rights Agreement dated as of September 30, 1997 by and among the Company, Special Situations RG REIT, Inc., and the Advancing Party named therein, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1997.
	10.11			Form of Contract of Sale dated July 7, 1997 relating to the acquisition of the Southeast Portfolio (Form #1), incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1997.
	10.12			Form of Contract of Sale dated July 7, 1997 relating to the acquisition of the Southeast Portfolio (Form #2), incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1997.
	10.13			Form of Contract of Sale dated July 7, 1997 relating to the acquisition of the Southeast Portfolio (Form #3), incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1997.
	10.14			Agreement dated July 7, 1997 by and between Seller (as defined therein) and Ramco-Gershenson Properties, L.P., which agreement amends certain Contracts of Sale relating to the acquisition of the Southeast Portfolio, incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1997.
	10.15			Loan Agreement dated as of November 26, 1997 between Ramco Properties Associates Limited Partnership and Secore Financial Corporation relating to a $50,000,000 loan, incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	10.16			Promissory Note dated November 26, 1997 in the aggregate principal amount of $50,000,000 made by Ramco Properties Associates Limited Partnership in favor of Secore Financial Corporation, incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	10.17			Loan Agreement dated December 17, 1997 by and between Ramco-Gershenson Properties, L.P. and The Lincoln National Life Insurance Company relating to a $8,500,000 loan, incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	10.18			Note dated December 17, 1997 in the aggregate principal amount of $8,500,000 made by Ramco-Gershenson Properties, L.P. in favor of Lincoln National Life Insurance Company, incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	10.19			1997 Non-Employee Trustee Stock Option Plan of the Company, incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.


	10.20			Change of Venue Merger Agreement dated as of October 2, 1997 between the Company (formerly known as RGPT Trust, a Maryland real estate investment trust), and Ramco-Gershenson Properties Trust, a Massachusetts business trust, incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	10.21			Promissory Note dated as of February 27, 1998 in the principal face amount of $15,225,000 made by A.T.C., L.L.C. in favor of GMAC Commercial Mortgage Corporation, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998.
	10.22			Deed of Trust and Security Agreement dated as of February 27, 1998 by A.T.C., L.L.C to Lawyers Title Insurance Company for the benefit of GMAC Commercial Mortgage Corporation relating to a $15,225,000 loan, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998.
	10.23			Assignment and Assumption Agreement dated as of October 8, 1998 among A.T.C., L.L.C., Ramco Virginia Properties, L.L.C., A.T. Center, Inc., Ramco-Gershenson Properties Trust and LaSalle National Bank, as trustee for the registered holders of GMAC Commercial Mortgage Securities, Inc. Mortgage Pass-Through Certificates, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998.
	10.24			Exchange Rights Agreement dated as of September 4, 1998 between Ramco-Gershenson Properties Trust, and A.T.C., L.L.C., incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998.
	10.25			Limited Liability Company Agreement of RPT/ INVEST LLC dated August 23, 1999, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 1999.
	10.26			Amended, Restated and Consolidated Mortgage dated August 25, 2000 between Ramco-Gershenson Properties, L.P., (the “Operating Partnership”), and The Lincoln National Life Insurance Company, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2000.
	10.27			Second Amendment to Mortgage dated August 25, 2000 made by the Operating Partnership in connection with the Operating Partnership’s $25,000,000 borrowing arrangement, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2000.
	10.28			Form of Note dated August 25, 2000 made by the Operating Partnership, as Maker, in connection with the Operating Partnership’s $25,000,000 borrowing arrangement, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2000.
	10.29			Third Amended and Restated Master Revolving Credit Agreement dated as of September 29, 2000 among the Operating Partnership, as Borrower, the Trust, as Guarantor and Fleet National Bank and the other Banks which may become parties to the loan agreement, and Fleet National Bank, as Agent, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2000.
	10.30			Form of Third Amended and Restated Note dated September 29, 2000 made by the Operating Partnership, in connection with the Operating Partnership’s $110,000,000 borrowing arrangement, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2000.
	10.31			First Amended and Restated Unsecured Term Loan Agreement dated September 29, 2000 among the Operating Partnership, as Borrower and Ramco-Gershenson Properties Trust, as Guarantor, and Fleet National Bank and other Banks which may become parties to this agreement, and Fleet National Bank, as Agent, incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2000.


10.32		Note dated September 29, 2000 in the principal amount of $25,000,000 made by the Operating Partnership, as Borrower, in favor of Fleet National Bank and other Banks, incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2000.
10.33		Form of Contract of Sale dated November 9, 2000 relating to the sale of White Lake MarketPlace made by the Company, as seller, and Pontiac Mall Limited Partnership, as the purchaser (transaction closed on January 29, 2001).
10.34		Employment Agreement, dated as of April 16, 2001, between the Company and Joel Gershenson.
10.35		Employment Agreement, dated as of April 16, 2001, between the Company and Michael A. Ward.
10.36		Employment Agreement, dated as of April 16, 2001, between the Company and Bruce Gershenson.
10.37		Mortgage dated April 23, 2001 between Ramco Madison Center LLC and LaSalle Bank National Association relating to a $10,340,000 loan.
10.38		Promissory Note dated April 23, 2001 in the principal amount of $10,340,000 made by Ramco Madison Center LLC in favor of LaSalle Bank National Association.
10.39		Limited Liability Company Agreement of Ramco/ West Acres LLC.
10.40		Assignment and Assumption Agreement dated September 28, 2001 among Flint Retail, LLC and Ramco/ West Acres LLC and State Street Bank and Trust for holders of J.P. Mortgage Commercial Mortgage Pass-Through Certificates.
10.41	*	Limited Liability Company Agreement of Ramco/ Shenandoah LLC.
21.1*		Subsidiaries
23.1*		Consent of Deloitte & Touche LLP.


*	Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		Ramco-Gershenson Properties Trust

Dated: March 6, 2002		By: /s/ JOEL D. GERSHENSON Joel D. Gershenson, Chairman

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of registrant and in the capacities and on the dates indicated.


Dated: March 6, 2002		By: /s/ JOEL D. GERSHENSON Joel D. Gershenson, Trustee and Chairman

Dated: March 6, 2002		By: /s/ DENNIS E. GERSHENSON Dennis E. Gershenson, Trustee and President (Principal Executive Officer)

Dated: March 6, 2002		By: /s/ STEPHEN R. BLANK Stephen R. Blank, Trustee

Dated: March 6, 2002		By: /s/ ARTHUR H. GOLDBERG Arthur H. Goldberg, Trustee

Dated: March 6, 2002		By: /s/ ROBERT A. MEISTER Robert A. Meister, Trustee

Dated: March 6, 2002		By: /s/ JOEL M. PASHCOW Joel M. Pashcow, Trustee

Dated: March 6, 2002		By: /s/ MARK K. ROSENFELD Mark K. Rosenfeld, Trustee

Dated: March 6, 2002		By: /s/ SELWYN ISAKOW Selwyn Isakow, Trustee

Dated: March 6, 2002		By: /s/ RICHARD J. SMITH Richard J. Smith, Chief Financial Officer (Principal Financial and Accounting Officer)

RAMCO-GERSHENSON PROPERTIES TRUST

INDEPENDENT AUDITORS’ REPORT

To the Board of Trustees of

Ramco-Gershenson Properties Trust:

We have audited the accompanying consolidated balance sheets of Ramco-Gershenson Properties Trust and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of income, shareholders’ equity and comprehensive income and cash flows for each of the three years in the period ended December 31, 2001. Our audits also included the financial statement schedule listed in the Index at Item 14. These consolidated financial statements and the financial schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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, such consolidated financial statements present fairly, in all material respects, the financial position of Ramco-Gershenson Properties Trust and subsidiaries as of December 31, 2001 and 2000 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 3 to the consolidated financial statements, in 2001, Ramco-Gershenson Properties Trust and subsidiaries changed its method of accounting for derivative instruments to conform to Statement of Financial Accounting Standards No. 133, as amended or interpreted.

Deloitte & Touche LLP

Detroit, Michigan

March 6, 2002

F-1

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED BALANCE SHEETS

December 31, 2001 and 2000


			2001			2000


			(In thousands, except
			per share amounts)
ASSETS
Investment in real estate — net			$	496,269		$	509,629
Cash and cash equivalents				5,542			2,939
Accounts receivable — net				17,627			15,954
Equity investments in and advances to unconsolidated entities				7,837			9,337
Other assets — net				25,454			22,425

		Total Assets	$	552,729		$	560,284

LIABILITIES AND SHAREHOLDERS’ EQUITY
Mortgages and notes payable			$	347,275		$	354,008
Distributions payable				5,062			5,076
Accounts payable and accrued expenses				18,830			15,355

		Total Liabilities		371,167			374,439
Minority Interest				48,157			47,301
Commitments and Contingencies				—			—
SHAREHOLDERS’ EQUITY
	Preferred Shares, par value $.01, 10,000 shares authorized; 1,400 Series A convertible shares issued and outstanding, liquidation value of $35,000			33,829			33,829
	Common Shares of Beneficial Interest, par value $.01, 30,000 shares authorized; 7,092 and 7,128 issued and outstanding, respectively			71			71
	Additional paid-in capital			150,186			150,728
	Accumulated other comprehensive loss			(3,179	)		—
	Cumulative distributions in excess of net income			(47,502	)		(46,084	)

Total Shareholders’ Equity				133,405			138,544

		Total Liabilities and Shareholders’ Equity	$	552,729		$	560,284

See notes to consolidated financial statements.

F-2

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF INCOME

Years Ended December 31, 2001, 2000 and 1999


			2001			2000			1999


			(In thousands, except
			per share amounts)
REVENUES
	Minimum rents		$	61,043		$	60,228		$	59,779
	Percentage rents			1,442			1,745			2,037
	Recoveries from tenants			23,303			23,884			21,486
	Fees and management income			2,485			—			—
	Interest and other income			2,700			2,675			997

		Total Revenues		90,973			88,532			84,299

EXPENSES
	Real estate taxes			10,168			9,449			7,810
	Recoverable operating expenses			14,286			15,104			14,391
	Depreciation and amortization			17,083			15,274			13,311
	Other operating			1,464			1,460			1,418
	General and administrative			8,337			5,520			5,964
	Interest expense			26,332			27,756			25,421

		Total Expenses		77,670			74,563			68,315

Operating income				13,303			13,969			15,984
Earnings (Loss) from unconsolidated entities				813			198			(204	)

Income before gain on sale of real estate and minority interest				14,116			14,167			15,780
Gain on sale of real estate				5,550			3,795			974
Minority interest				(5,803	)		(4,942	)		4,915	)

Net income before cumulative effect of change in accounting principle				13,863			13,020			11,839
Cumulative effect of change in accounting principle				—			(1,264	)		—

Net income				13,863			11,756			11,839
Preferred stock dividends				3,360			3,360			3,407

Net income available to common shareholders			$	10,503		$	8,396		$	8,432

Basic and diluted earnings per share before cumulative effect of change in accounting principle:
	Basic			$ 1.48		$	1.34		$	1.17

	Diluted			$ 1.47		$	1.34		$	1.17

Basic and diluted earnings per share after cumulative effect of change in accounting principle:
	Basic			$ 1.48		$	1.17		$	1.17

	Diluted			$ 1.47		$	1.17		$	1.17

Weighted average shares outstanding:
	Basic			7,105			7,186			7,218

	Diluted			7,125			7,187			7,218

See notes to consolidated financial statements.

F-3

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

AND COMPREHENSIVE INCOME

Years Ended December 31, 2001, 2000 and 1999


										Accumulated
				Common			Additional			Other			Cumulative			Total
		Preferred		Stock			Paid-In			Comprehensive			Earnings/			Shareholders’
		Stock		Par Value			Capital			Loss			Distributions			Equity


		(In thousands, except share amounts)
Balance, January 1, 1999		$	33,829	$	72		$	151,973		$	—		$	(38,732	)	$	147,142
	Cash distributions declared													(12,126	)		(12,126	)
	Preferred Shares dividends declared													(3,407	)		(3,407	)
	Net income and comprehensive income													11,839			11,839

Balance, December 31, 1999			33,829		72			151,973			—			(42,426	)		143,448
	Cash distributions declared													(12,054	)		(12,054	)
	Preferred Shares dividends declared													(3,360	)		(3,360	)
	Purchase and retirement of common shares				(1	)		(1,245	)								(1,246	)
	Net income and comprehensive income													11,756			11,756

Balance, December 31, 2000			33,829		71			150,728			—			(46,084	)		138,544
	Cash distributions declared													(11,921	)		(11,921	)
	Preferred Shares dividends declared													(3,360	)		(3,360	)
	Purchase and retirement of common shares							(654	)								(654	)
	Stock options exercised							112									112

			33,829		71			150,186			—			(61,365	)		122,721

Components of comprehensive income (loss):
	Net income													13,863			13,863
	Cumulative effect of change in accounting principle										(348	)					(348	)
	Unrealized losses on interest rate swaps										(2,831	)					(2,831	)

Total Comprehensive Income			—		—			—			(3,179	)		13,863			10,684

Balance, December 31, 2001		$	33,829	$	71		$	150,186		$	(3,179	)	$	(47,502	)	$	133,405

See notes to consolidated financial statements.

F-4

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2001, 2000 and 1999


				2001			2000			1999


				(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net Income			$	13,863		$	11,756		$	11,839
	Adjustments to reconcile net income to net cash flows provided by operating activities:
		Depreciation and amortization			17,083			15,274			13,311
		Amortization of deferred financing costs			785			375			635
		Gain on sale of real estate			(5,550	)		(3,795	)		(974	)
		(Earnings) Loss from unconsolidated entities			(813	)		(198	)		204
		Minority Interest			5,803			4,942			4,915
		Changes in operating assets and liabilities:
			Accounts receivable		(1,231	)		(4,089	)		(2,927	)
			Other assets		(4,688	)		(7,421	)		(3,796	)
			Accounts payable and accrued expenses		(696	)		282			747

Cash Flows Provided By Operating Activities					24,556			17,126			23,954

CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures				(21,727	)		(27,332	)		(43,178	)
	Investment in unconsolidated entities				(2,469	)		(1,430	)		(2,329	)
	Proceeds from sale of real estate				29,045			5,431			34,425
	Collection of note receivable from unconsolidated entity				—			9,326			—
	Advances from unconsolidated entities				122			924			92
	Distributions received from unconsolidated entities				803			302			287

Cash Flows Provided by (Used In) Investing Activities					5,774			(12,779	)		(10,703	)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Cash distributions to shareholders				(11,942	)		(12,091	)		(12,126	)
	Cash distributions to operating partnership unit holders				(4,947	)		(4,948	)		(5,227	)
	Cash dividends paid on preferred shares				(3,358	)		(3,374	)		(3,253	)
	Repayment of Credit Facility				(4,950	)		(20,120	)		(34,388	)
	Repayment of unsecured loan				(2,875	)		(20,000	)		—
	Principal repayments on mortgage debt				(4,076	)		(5,605	)		(3,179	)
	Purchase and retirement of common shares				(654	)		(1,246	)		—
	Payments of deferred financing costs				(205	)		(1,949	)		(658	)
	Purchase of operating partnership units				—			—			(97	)
	Borrowings on Credit Facility				5,420			33,250			25,100
	Borrowings on fixed rate mortgage				10,340			25,000			—
	Borrowings on variable rate mortgage				2,983			—			—
	(Repayment) borrowings on construction loans				(13,575	)		3,931			21,771
	Proceeds from exercise of stock options				112			—			—

Cash Flows Used In Financing Activities					(27,727	)		(7,152	)		(12,057	)

Net Increase (Decrease) in Cash and Cash Equivalents					2,603			(2,805	)		1,194
Cash and Cash Equivalents, Beginning of Period					2,939			5,744			4,550

Cash and Cash Equivalents, End of Period				$	5,542		$	2,939		$	5,744

Supplemental Disclosures of Cash Flow Information:
	Cash Paid for Interest During the Period			$	25,110		$	28,905		$	26,361

See notes to consolidated financial statements.

F-5

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2001, 2000 and 1999

(Dollars in thousands)

1. Organization

We are engaged in the business of owning, developing, acquiring, managing and leasing community shopping centers, regional malls and single tenant retail properties. At December 31, 2001, we had a portfolio of 57 shopping centers, with more than 11,400,000 square feet of gross leasable area, located in the midwestern, southeastern and mid-Atlantic regions of the United States. Our 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. Our credit risk, therefore, is concentrated in the retail industry.

The economic performance and value of our 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 our markets may be dependent on one or more industries. An economic downturn in one of these industries may result in a business downturn for our 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.

Any tenant bankruptcies, leasing delays, or failure to make rental payments when due could result in the termination of the tenant’s lease, causing material losses to us and adversely impacting our operating results. If our properties do not generate sufficient income to meet our operating expenses, including future debt service, our income and results of operations would be adversely affected. During 2001, seven of our tenants filed for bankruptcy protection, representing a total of 15 locations. These tenants represented approximately 1.7% of our aggregate base rental income during 2001. During January 2002, two more of our tenants filed for bankruptcy protection, including Kmart Corporation which represented approximately 6.1% of our annualized base rental income at December 31, 2001.

Revenues from our largest tenant, Wal-Mart, amounted to 8.7%, 9.2% and 10.2% of our annualized base rent for the years ended December 31, 2001, 2000 and 1999, respectively.

2. Summary of Significant Accounting Policies

Principles of Consolidation — The consolidated financial statements include the accounts of the Company and our majority owned subsidiary, the Operating Partnership, Ramco-Gershenson Properties, L.P. (70.7% owned by us at December 31, 2001 and 70.8% at December 31, 2000), our wholly owned subsidiary, Ramco Properties Associates Limited Partnership, a financing subsidiary and Ramco-Gershenson, Inc, our management company. See Note 4 to the Consolidated Financial Statements. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management 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. Actual results could differ from those estimates.

Revenue Recognition — Shopping center space is generally leased to retail tenants under leases which are accounted for as operating leases. We recognize minimum rents on the straight-line method over the terms of the leases, as required under Statement of Financial Accounting Standard No. 13. Certain of the leases also provide for additional revenue based on contingent percentage income and is recorded on an accrual basis once the specified target that triggers this type of income is achieved. The leases also typically provide for tenant recoveries 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.

F-6

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Straight line rental income was greater than the current amount required to be paid by our tenants by $2,135, $3,383 and $2,705 for the years ended December 31, 2001, 2000 and 1999, respectively.

Cash and Cash Equivalents — We consider all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents.

Income Tax Status — We conduct our operations with the intent of meeting the requirements applicable to a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986 as amended, also known as the Code, . In order to maintain qualification as a real estate investment trust, the REIT is also required to distribute annually at least a minimum percentage (90% for tax years beginning after December 31, 2000, and 95% for earlier tax years) of its REIT Taxable Income (as defined in the IRC) to its shareholders. As a real estate investment trust, the REIT will generally not be liable for federal corporate income taxes. Thus, no provision for federal income taxes has been included in the accompanying financial statements.

Real Estate — We record real estate assets at the lower of cost or fair value if impaired. 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 cost for the construction (including demolition costs) incurred in connection with the redevelopment are capitalized to the extent such costs do not exceed the estimated fair value when complete. To the extent such costs exceed the estimated fair value of such property, the excess is charged to expense.

We evaluate the recoverability of our investment in real estate whenever events or changes in circumstances indicate that the carrying amount of an asset may be impaired. Our assessment of recoverability of our real estate assets includes, but is not limited to, recent operating results, expected net operating cash flow and our plans for future operations. For the years ended, December 31, 2001, 2000 and 1999, none of our assets were considered impaired.

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 and construction allowances paid to tenants are capitalized and amortized over the remaining life of the initial terms of each lease. Expenditures for normal, recurring, or periodic maintenance and planned major maintenance activities 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, and financing and leasing costs which are amortized using the straight-line method over the terms of the respective agreements. Using our best estimates based on reasonable and supportable assumptions and projections, we review for impairment such assets whenever events or changes in circumstances indicate that the carrying amount of these assets might not be recoverable.

Derivative Financial Instruments — In managing interest rate exposure on certain floating rate debt, we at times enter into interest rate protection agreements. We do not utilize these arrangements for trading or speculative purposes. The differential between fixed and variable rates to be paid or received is accrued, as interest rates change, and recognized currently in the Consolidated Statement of Income. We are exposed to credit loss in the event of non-performance by the counter party to the interest rate swap agreements, however, we do not anticipate non-performance by the counter party.

Impact of Recent Accounting Pronouncements — In June 2001, The Financial Accounting Standards Board, also known as FASB, issued Statement of Financial Accounting Standard No. 141 “Business Combinations” (“SFAS 141”). This statement requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. SFAS 141 prohibits the use of the pooling of interest

F-7

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

method of accounting for business combinations. We do not expect the provisions of this statement to have a material impact on our consolidated financial statements.

The FASB issued Statement of Financial Accounting Standard No. 142 “Goodwill and Other Intangible Assets” (“SFAS 142”) in June 2001. This statement changes the accounting for the amortization of goodwill and other intangible assets acquired in a business combination from an amortization method to an impairment-only method. The implementation of this statement may require the use of significant judgment to determine how to measure the fair value of intangible assets. We do not expect this statement to have a material effect on our consolidated financial statements. We will adopt SFAS 142 as required for our first quarterly filing of our 2002 fiscal year.

In August 2001, the FASB issued Statement of Financial Accounting Standard No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”). This statement supersedes FASB Statement No. 122, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” SFAS 144 requires an impairment loss to be recognized if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. This statement requires the use of one of two present value techniques to measure the fair value of an asset. In addition, this statement would require us to account for the sale of shopping centers as discontinued operations and not as part of our ongoing operations. SFAS 144 is not expected to have a material impact on our consolidated financial statements and is effective as of January 1, 2002.

3. Accounting Change — Derivative Financial Instruments

Effective January 1, 2001, we adopted Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”). This statement, as amended, requires us to measure all derivatives at fair value and to recognize them in the Consolidated Balance Sheet as an asset or liability, depending on our rights and obligations under each derivative contract. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are deferred and recorded as a component of other comprehensive income (“OCI”) until the hedged transactions occur and are recognized in earnings. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the ineffective portion of a hedged derivative are recognized in earnings in the current period.

Under the terms of the Credit Facility, we are required to maintain interest rate swap agreements to reduce the impact of changes in interest rate on our variable rate debt. We have entered into five interest rate swap agreements with a notional amount of $75,000 as of December 31, 2001, and provide for a fixed rate ranging from 7.0% to 8.3% at various dates through March 2004. The differential between fixed and variable rates to be paid or received is accrued, as interest rates change, and recognized currently in the Consolidated Statement of Income. We are exposed to credit loss in the event of non-performance by the counter party to the interest rate swap agreements, however, we do not anticipate non-performance by the counter party.

The adoption of SFAS 133 resulted in a transition adjustment loss charged to OCI of $348 as of January 1, 2001. For the year ended December 31, 2001, the change in fair market value of the interest rate swap agreements increased the OCI loss by $2,831, to $3,179.

4. Consolidation of Ramco-Gershenson, Inc.

Through our operating partnership, Ramco-Gershenson Properties, L.P., we own 100% of the non-voting and voting common stock of Ramco-Gershenson, Inc. (“Ramco”), the management company which provides property management services to us and to other entities. We previously accounted for our investment in Ramco under the equity method. As of January 1, 2001, Ramco elected to be a taxable real estate investment trust subsidiary for federal income tax purposes. In conjunction with the tax election, we entered into an option

F-8

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

agreement to purchase the remaining voting common stock of Ramco. Subsequent to December 31, 2000, the assets, liabilities, revenue and expenses of Ramco have been included in the accompanying consolidated financial statements. This increased revenues and expenses by $2,485 for the year ended December 31, 2001.

The following unaudited pro forma consolidated results of operations for the years ended December 31, 2000 and 1999, assumes that Ramco was included in the consolidated financial statements as of January 1, 1999 (in thousands, except per share data):


		December 31,		December 31,
		2000		1999

Revenue		$	90,529	$	85,806
Expenses			76,560		69,822

Operating income			13,969		15,984

Net income		$	11,756	$	11,839

Net income:
	Basic earnings per share	$	1.17	$	1.17

	Diluted earnings per share	$	1.17	$	1.17

The effect of including Ramco in the Consolidated Balance Sheet was to increase the following accounts as of January 1, 2001 and to reduce equity investments:


Cash	$	179
Accounts receivable		1,627
Other assets		3,447
Accounts payable and accrued expenses		(993	)

Reduction in equity investments in unconsolidated entities	$	4,260

5. Accounts Receivable — Net

Accounts receivable include $10,560 and $9,865 of unbilled straight-line rent receivables at December 31, 2001, and December 31, 2000, respectively. Straight line rent receivable at December 31, 2001, includes approximately $1,997 due from Kmart Corporation.

We provide for bad debt expense based upon the reserve method of accounting. Historically we have provided approximately 0.5% of rental revenues as our annual bad debt reserve based on the level of bad debt we have experienced. Due to the economic downturn in the retail industry and the increase in the number of retail companies filing for bankruptcy protection (including Kmart Corporation during January 2002), we increased the bad debt expense to approximately 0.9% of rental revenue for the year ended December 31, 2001.

An allowance for doubtful accounts has been provided against the portion of tenant accounts receivable which is estimated to be uncollectible. Accounts receivable in the accompanying balance sheet is shown net of an allowance for doubtful accounts of $1,773 and $1,283 as of December 31, 2001 and 2000 respectively.

Bad debt expense amounted to $735, $330 and $559 for the three years ended December 31, 2001, 2000 and 1999, respectively.

F-9

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

6. Investment in Real Estate

Investment in real estate consists of the following:



	December 31,

	2001			2000

Land	$	77,546		$	71,809
Buildings and improvements		471,317			472,846
Construction in progress		8,486			13,340

		557,349			557,995
Less: accumulated depreciation		(61,080	)		(48,366	)

Investment in real estate — net	$	496,269		$	509,629

Gain on Sale of Real Estate — In January 2001, we sold White Lake MarketPlace for cash of $20,200, resulting in a gain on sale of approximately $5,300. See Note 18. In addition, we sold our Athens Town Center property and four parcels of land and recognized an additional aggregate gain of $250.

During 2000, we sold two parcels of land and recognized an aggregate gain of $3,795. In addition, a subsidiary of Ramco, an unconsolidated entity, sold a parcel of land and recognized a gain of $249. Accordingly, the cost reimbursement by the Operating Partnership to Ramco was reduced by the amount of the gain, thereby reducing our general and administrative expenses in 2000.

During 1999, we sold two properties for cash of $34,425 and recognized an aggregate gain of $974.

7. Investments in and Advances to Unconsolidated Entities

We have investments in and advances to the following unconsolidated entities:


	Ownership as of
Unconsolidated Entities	December 31, 2001

28th Street Kentwood Associates		50%
S-12 Associates		50%
RPT/ INVEST, LLC		25%
RPT/ INVEST II, LLC		25%
Rossford Development LLC		10%
Ramco/ West Acres LLC		40%
Ramco/ Shenandoah LLC		40%

In September 2001, we invested $756 for a 40 percent interest in a joint venture, Ramco/ West Acres LLC. Simultaneously, the joint venture acquired West Acres Commons shopping center located in Flint Township, Michigan for a purchase price of approximately $11,000 and assumed a mortgage note of $9,407. At December 31, 2001, the principal balance was $9,388, with fixed interest at 8.14% due April 2010.

In November 2001, we invested $1,713 for a 40 percent interest in a joint venture, Ramco/ Shenandoah LLC. The joint venture acquired Shenandoah Square shopping center located in Davie, Florida for a purchase price of approximately $16,300. At December 31, 2001, this entity had a note payable of $12,469, with interest at 4.75%, due February 2002. On January 29, 2002, the LLC refinanced the debt and obtained a mortgage note in the amount of $13,000, with fixed interest at 7.33% due March 2012.

Under terms of the joint venture agreements, we earned acquisition fees of $165 and $163, respectively, from the above-mentioned joint ventures. We are responsible for the leasing and management of the projects, for which we receive management fees and leasing fees. The joint venture agreements included a buy-sell provision whereby we have the right to purchase or sell the properties during specific time periods.

F-10

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In April 2000, we contributed $1,287 for a 25% interest in a joint venture, in connection with the acquisition of East Town Plaza shopping center located in Madison, Wisconsin. The entity has a mortgage note in the amount of $12,000, with variable interest rate at LIBOR plus 232 basis points, due May 2003. The effective interest rate at December 31, 2001 was 4.47%.

On September 29, 2000, we assigned 90 percent of our interest in Rossford Development LLC to an unrelated party. Simultaneously, we invested $100 in the entity. The joint venture reimbursed us approximately $9,700 for advances paid for the acquisition of land and construction in progress related to the development of the Crossroads Centre project, located in Rossford, Ohio. At December 31, 2001, Rossford Development LLC had a construction loan payable in the amount of $19,255, due June 2003, with variable interest at 5.57% and a note payable in the amount of $6,773, due October 2004 with interest at 17.05% but interest payable during the term of the note at 12%. In addition, the joint venture has a payable to us in the amount of $369, due June 2002, with interest at 15%.

Under terms of the joint venture agreement with Rossford Development LLC, we are responsible for the development, leasing and management of the project, for which we will receive fees. The joint venture agreement included a provision whereby we have the right, but not the obligation, to purchase the project during specific time periods. If we do not exercise this option, we will be obligated to make an option payment of $3,300 to the 90% owner of this joint venture on July 17, 2002.

Other unconsolidated entities had the following debt outstanding at December 31, 2001:

28th Street Kentwood Associates — $10,419, due July 2003, with fixed interest at 8.43%

S-12 Associates — $1,407, due May 2016, with fixed interest at 7.50%

RPT/ INVEST, LLC — $22,000, due August 2002 with variable interest at 4.18%

F-11

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Combined condensed financial information of our unconsolidated entities is summarized as follows:


		2001		2000			1999

ASSETS
Investment in real estate — net		$	104,594	$	63,805		$	33,526
Other assets			6,151		8,428			5,341

	Total Assets	$	110,745	$	72,233		$	38,867

LIABILITIES
Mortgage notes payable		$	94,080	$	58,804		$	34,223
Other liabilities			3,287		4,335			1,606

	Total Liabilities		97,367		63,139			35,829
Owners’ equity			13,378		9,094			3,038

	Total Liabilities and Owners’ Equity	$	110,745	$	72,233		$	38,867

Company’s equity investments in unconsolidated entities		$	7,139	$	8,915		$	6,357
Advances to unconsolidated entities			698		422			1,285

	Total Equity Investments in and Advances to Unconsolidated Entities	$	7,837	$	9,337		$	7,642

Revenues
Property revenues		$	13,986	$	9,450		$	3,705
Fees and management income					3,841			2,544
Leasing/development cost reimbursements					2,485			2,323

	Total Revenues		13,986		15,776			8,572

Expenses
Property expenses			9,302		8,276			3,087
Employee expenses					6,574			5,932
Office and other expenses					1,683			1,908
	Total Expenses		9,302		16,533			10,927

Earnings (loss) before gain on sale of real estate			4,684		(757	)		(2,355	)
Gain on sale of real estate					249			251

Excess (deficiency) of revenues over expenses			4,684		(508	)		(2,104	)
Cost reimbursement from Operating Partnership					1,682			2,722

Income		$	4,684	$	1,174		$	618

Company’s share of income		$	932	$	465		$	257

Our share of the unconsolidated entities’ income of $932, $465 and $257, for the years ended December 31, 2001, 2000 and 1999, was reduced by $119 in 2001, $267 in 2000, and $461 in 1999, which represents depreciation and amortization adjustments arising from our net basis adjustments in the unconsolidated entities’ assets. These adjustments result in net earnings (loss) of $813, $198 and ($204) from the unconsolidated entities’ for the years ended December 31, 2001, 2000 and 1999, respectively. In addition, our investment in RPT/ Invest is approximately $722 lower than the net basis in the unconsolidated entity as a result of deferring the gain on the sale of the two properties sold to the joint venture.

For the year ended December 31, 2001, Ramco, the management company which provides property management services to us and to other entities, is included in the consolidated financial statements. Prior to January 1, 2001, Ramco was accounted for under the equity method.

F-12

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

8. Other Assets

Other assets at December 31 are as follows:


	2001			2000

Leasing costs	$	14,908		$	13,101
Prepaid expenses and other		6,765			5,652
Deferred financing costs		5,872			5,667

		27,545			24,420
Less: accumulated amortization		(10,485	)		(7,185	)

		17,060			17,235
Proposed development and acquisition costs		8,394			5,190

Other assets — net	$	25,454		$	22,425

Proposed development and acquisition costs include $5,140 at December 31, 2001 and 2000, for an investment in a shopping center currently under development. Our investment in this entity is accounted for using the cost method of accounting because we do not have the ability to exercise significant influence over the investee’s operating and financial policies

We may not be successful in identifying suitable real estate properties that meet our acquisition criteria or to develop proposed sites on satisfactory terms. We may not be successful negotiating for the acquisition of the land, obtaining required permits and completing developments in accordance with our budgets and on a timely basis. If we are not successful, costs incurred may be impaired and our financial condition and results of operations could be adversely affected.

9. Mortgages and Notes Payable

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


	2001		2000

Fixed rate mortgages with interest rates ranging from 6.83% to 8.81% due at various dates through 2011	$	195,290	$	188,786
Floating rate mortgages at 75% of the rate of long-term Capital A rated utility bonds, due January 1, 2010, plus supplemental interest to equal LIBOR plus 200 basis points. The effective rate at December 31, 2001, was 6.41% and at December 31, 2000, was 7.95%		6,560		6,800
Floating rate mortgage with interest rate at prime or LIBOR plus 200 basis points, due September 2005. The effective rate at December 31, 2001, was 4.75%		21,000		—
Construction loan financing, converted to floating rate mortgage during 2001		—		18,017
Construction loan financing		—		13,575
Unsecured term loan, with an interest rate at LIBOR plus 400 basis points, due September 2003. The effective rate at December 31, 2001, was 6.03% and at December 31, 2000, was 10.64%		22,125		25,000
Credit Facility, with an interest rate at LIBOR plus 200 basis points, due September 2003, maximum available borrowings of $110,000. The effective rate at December 31, 2001, was 6.64% and at December 31, 2000, was 8.66%		102,300		101,830

	$	347,275	$	354,008

F-13

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The mortgage notes and construction loans are secured by mortgages on properties that have an approximate net book value of $325,667 as of December 31, 2001. The Credit Facility is secured by mortgages on various properties that have an approximate net book value of $164,702 as of December 31, 2001.

The $110,000 Credit Facility bears interest between 162.5 and 225 basis points over LIBOR depending on certain debt ratios (using 200 basis points over LIBOR at December 31, 2001, the effective interest rate was 6.6%) and is secured by mortgages on various properties.

At December 31, 2001, outstanding letters of credit issued under the Credit Facility, not reflected in the accompanying consolidated balance sheet, total approximately $818.

The Credit Facility and the unsecured term loan contain financial covenants relating to loan to asset value, minimum operating coverage ratios, and a minimum equity value. As of December 31, 2001, we were in compliance with the covenant terms.

The mortgage loans (other than our Credit Facility) encumbering our properties, including properties held by our unconsolidated joint ventures (See Note 7), 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 following table presents scheduled principal payments on mortgages and notes payable as of December 31, 2001:


Year end December 31,
	2002	$	8,287
	2003		125,510
	2004		17,322
	2005		14,362
	2006		108,988
	Thereafter		72,806

	Total	$	347,275

10. Leases

Approximate future minimum rentals under noncancelable operating leases in effect at December 31, 2001, assuming no new or renegotiated leases nor option extensions on lease agreements, are as follows:


Year ended December 31,
	2002	$	54,593
	2003		51,556
	2004		46,284
	2005		40,007
	2006		35,766
	Thereafter		239,106

	Total	$	467,312

F-14

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We lease office space under an operating lease that had an initial term of five years commencing on July 1, 1999. Rent expense under this lease amounted to $363 in 2001 and 2000 and $298 in 1999. Future minimum rental payments are as follows:


Year ended December 31,
	2002	$	363
	2003		363
	2004		182

	Total	$	908

11. Earnings per Share

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


			2001			2000			1999

Numerator:
	Net Income		$	13,863		$	11,756		$	11,839
	Preferred stock dividends			(3,360	)		(3,360	)		(3,407	)

		Income available to common shareholders for basic and dilutive EPS	$	10,503		$	8,396		$	8,432

Denominator:
	Weighted-average common shares for basic EPS			7,104,714			7,185,603			7,217,993
	Effect of dilutive securities:
		Options outstanding		20,465			1,778			—

	Weighted-average common shares for dilutive EPS			7,125,179			7,187,381			7,217,993

Basic EPS			$	1.48		$	1.17		$	1.17

Diluted EPS			$	1.47		$	1.17		$	1.17

In 2001, 2000 and 1999, conversion of the Series A Preferred Shares and of the Operating Partnership Units would have been antidilutive and, therefore, were not considered in the computation of diluted earnings per share.

12. Change in Method of Accounting for Percentage Rental Revenue

In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB 101), which among other topics, requires that real estate companies should not recognize contingent percentage rents until the specified target that triggers this type of income is achieved. We had previously recorded percentage rents throughout the year based on rent estimated to be due from the tenant.

We elected to adopt the provisions of SAB 101 as of April 1, 2000. The cumulative effect of such adoption is a reduction in percentage rental revenue retroactive to January 1, 2000, of approximately $1,264.

F-15

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following pro forma amounts reflect the effect of retroactive application of the change in method of accounting for percentage rents that would have been made in 1999 had the new method been in effect:


			1999

Pro forma amounts assuming the new method of Accounting is applied retroactively:
	Net income		$	11,656
	Preferred dividends			(3,407	)

	Net income available to common shareholders		$	8,249

	Earnings per share:
		Basic		$1.14

		Diluted		$1.14

13. Commitments and Contingencies

During the third quarter of 1994, we held more than 25% of the value of our total assets in short-term Treasury Bill reverse repurchase agreements, which could be viewed as non-qualifying assets for purposes of determining whether we qualify to be taxed as a REIT. We requested that the IRS enter into a closing agreement with us that our ownership of the short-term Treasury Bill reverse repurchase agreements will not adversely affect our status as a REIT. The IRS deferred any action relating to this issue pending the further examination of our taxable years ended December 31, 1991, through 1994. As discussed below, the field examination has since been completed and the IRS has proposed to disqualify us as a REIT for our taxable year ended December 31, 1994, based on our ownership of the short-term Treasury Bill reverse repurchase agreements. Our former tax counsel, Battle Fowler LLP, had rendered an opinion on March 6, 1996, that our investment in the short-term Treasury Bill reverse repurchase agreements would not adversely affect our REIT status. This opinion, however, is not binding upon the IRS or any court.

In connection with the incorporation and distribution of all of the shares of Atlantic Realty Trust in May 1996, we entered into a tax agreement with Atlantic under which Atlantic assumed all our tax liability arising out of the IRS’ then ongoing examination, 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. Under the tax agreement, a group of our Trustees consisting of Stephen R. Blank, Arthur Goldberg and Joel Pashcow has the right to control, conduct and effect the settlement of any claims for taxes for which Atlantic assumed liability. Accordingly, Atlantic does not have any control as to the timing of the resolution or disposition of any such claims. 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” (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), we will make, and Atlantic will reimburse us for the amount of, such deficiency dividend.

F-16

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

for those taxable years would not be affected. The First Report acknowledges that we may avoid disqualification for failure to meet the distribution requirement with respect to a year for which our income is increased can be avoided by payment of a deficiency dividend. However, the First Report notes that the payment of a deficiency dividend cannot cure our disqualification as a REIT for the taxable year ended December 31, 1994, based on our ownership of the short-term Treasury Bill reverse repurchase agreements.

We believe that most of the positions set forth in the First Report are unsupported by the facts and applicable law. Accordingly, on April 30, 1999, we filed a protest with the Appeals Office of the IRS to contest most of the positions set forth in the First Report. The Appeals Officer returned the case file to the revenue agent for further development. On October 29, 2001, the revenue agent issued a new examination report (which is hereinafter referred to as the “Second Report”) that arrived at very much the same conclusions as the First Report. We filed a protest of the Second Report with the IRS on November 29, 2001, and expect to have a meeting with the appellate conferee in the near future. If a satisfactory result cannot be obtained through the administrative appeals process, judicial review of the determination is available to us. In addition, the IRS is currently conducting an examination of us for the taxable years ended December 31, 1996, and 1997, and of one of our subsidiary partnerships for the taxable years ended December 31, 1997, and 1998, and may shortly begin examination of us and/or the subsidiary partnership for subsequent taxable years.

Based on the Second Report, we could be liable for up to $54.1 million in combined taxes, penalties and interest through March 31, 2002. However, the Second Report acknowledges (as does the First Report as noted above) that we can avoid disqualification as a REIT for certain of our examined tax years if we distribute a deficiency dividend to our shareholders. The distribution of a deficiency dividend would be deductible by us, thereby reducing our liability for federal income tax. Based on the Second Report, the proposed adjustments to our “REIT taxable income” would require us to pay a deficiency dividend to our current shareholders resulting in combined taxes, penalties, interest and deficiency dividends of approximately $56.3 million as of March 31, 2002.

In the notes to the consolidated financial statements made part of Atlantic’s most recent quarterly report on Form 10-Q filed with the Securities and Exchange Commission for the quarter ended September 30, 2001, Atlantic has disclosed its liability for the tax deficiencies (and interest and penalties on the tax deficiencies) proposed to be assessed against us by the IRS for the taxable years ended December 31, 1991, through 1995, as reflected in each of the First Report and Second Report. We believe, but can provide no assurance, that Atlantic currently has sufficient assets to pay such tax deficiencies, interest and penalties. According to the quarterly report on Form 10-Q filed by Atlantic for its quarter ended September 30, 2001, Atlantic had net assets on September 30, 2001, of approximately $60 million (as determined pursuant to the liquidation basis of accounting). If the amount of tax, interest and penalties assessed against us ultimately exceeds the amounts proposed in each of the First Report and Second Report, however, because interest continues to accrue on the proposed tax deficiencies, or if additional tax deficiencies are proposed or for any other reason, then Atlantic may not have sufficient assets to reimburse us for all amounts we must pay to the IRS, and we would be required to pay the difference out of our own funds. Accordingly, the ultimate resolution of any controversy over tax liabilities covered by the above-described tax agreement may have a material adverse effect on our financial position, results of operations or cash flows, including if we are required to distribute deficiency dividends to our shareholders and/or pay additional taxes, interest and penalties to the IRS in amounts that exceed the value of Atlantic’s net assets. Moreover, the IRS may assess us with taxes that Atlantic is not required under the above-described tax agreement to pay, such as taxes arising from the recently-commenced examination of us for the taxable years ended December 31, 1996, and 1997, and of our subsidiary partnership for the taxable years ended December 31, 1997, and 1998. There can be no assurance, therefore, that the IRS

F-17

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

will not assess us with substantial taxes, interest and penalties which Atlantic cannot, is not required to, or otherwise does not pay.

On December 31, 2001, Ramco/ Shenandoah LLC had a $12,469 unsecured note payable, which is due in February 2002. We unconditionally guaranteed this debt and, therefore, we were contingently liable for this amount. Subsequent to December 31, 2001, Ramco/ Shenandoah LLC obtained a mortgage note payable in the amount of $13,000 and used part of the proceeds to pay off the original note. We did not guarantee the subsequent financing.

In connection with the development and expansion of various shopping centers as of December 31, 2001, we have entered into agreements for construction costs of approximately $5,300.

14. Shareholders’ Equity

Convertible Series A Preferred Shares — In October, 1997 we entered into an agreement with certain clients advised by Morgan Stanley Asset Management, Inc. (“MSAM”), and Kimco Realty Corporation (“Kimco”) pursuant to which such entities agreed to invest up to an aggregate of $35,000 in the Operating Partnership. The MSAM clients and Kimco initially purchased Preferred Operating Partnership Units which, after shareholder approval in December 1997, were converted into our Series A Convertible Preferred Shares (“Series A Preferred Series”) and, ultimately, may be converted into Common Shares. The initial investments of $11,667 were made in October 1997. During 1998, we issued 933,000 Series A Preferred Shares receiving net proceeds of approximately $22,682.

The MSAM clients are required to purchase 19.4% of the first $50,000 in a follow-on public offering of our Shares at the offering price less the underwriter’s fees, commissions, and discounts per share. Upon consummation of such public offering, all outstanding Series A Preferred Shares will be exchanged into Common Shares, at a conversion price of $17.50 per share, which conversion price is subject to adjustment in certain circumstances.

The Series A Preferred Shares rank senior to the Common Shares with respect to dividends and upon liquidation, dissolution or winding up of the Company. The Series A Preferred Shares are entitled to receive cumulative dividends, payable quarterly in arrears, at an annual rate equal to the greater of (i) 9.60% of the stated value ($25.00 per share) and (ii) the dividend rate expressed as an annual rate which is implicit in the amount of dividends actually paid with respect to Common Shares, based on a $17.50 per share price for the Common Shares, determined as of each quarterly dividend payment date (the “Payable Component”).

The Payable Component will be increased by an amount equal to an annual rate of 3% under certain circumstances. The holders of Series A Preferred Shares have the right to vote on all matters which holders of Common Shares are entitled to vote upon on an as converted basis, as though such holders own Common Shares. In addition, the Trust will not be permitted to engage in or effect certain types of transactions or actions without the approval of holders of at least 51% of the outstanding Series A Preferred Shares voting separately as a class. The conversion price for Common Shares of $17.50 contain anti-dilution rights and will be adjusted to reflect the effects of stock dividends, distributions, subdivisions or combination.

The Series A Preferred Shares are subject to mandatory conversion on the date which is the earlier of a qualified underwritten offering or the maturity date which is on October 3, 2002. At the option of the holders, the Series A Preferred Shares will be convertible in whole or in part into Common Shares at the stated value plus unpaid dividends prior to the maturity date or qualified underwritten offering date. The maturity date will be accelerated and all Series A Preferred Shares will be redeemed in cash at the stated value plus unpaid dividends in the event that it is determined by the IRS that it will, for any period, deny to us the tax benefits associated with REIT qualification and either or both of the following circumstances arise: (i) we do not receive (within a period of 60 days of the date established by the IRS as the date of which the deficiency dividend or other additional taxes are required to be paid) the full indemnity payment for such loss of tax benefits that we are entitled to receive from Atlantic pursuant to the Tax Agreement with Atlantic, or (ii) counsel reasonably satisfactory to MSAM is unable to provide to the holders of the Series A Preferred

F-18

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Shares affirmative advice that, commencing not later than with the taxable year ending December 31, 2001, we will, notwithstanding such determination by the IRS, be able to elect to be qualified and taxed as a REIT under the Code, and its proposed method of operation will enable it so to qualify for following years.

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

15. Benefit Plans

Stock Option Plans

1996 Share Option Plan — In May 1996, we adopted the 1996 Share Option Plan (the “Plan”) to enable our employees to participate in the ownership of the Company. The Plan was amended in June 1999 to provide for the maximum number of common shares available for issuance under the Plan to equal 9 percent of the total number of issued and outstanding common shares (on a fully diluted basis assuming the exchange of all OP units and Series A Preferred Shares for common shares), which number would equal approximately 1,083 common shares at December 31, 2001. The Plan provides for the award of up to 1,083 stock options to purchase common shares of beneficial interest, at the fair market value at the date of grant, to executive officers and employees of the Company. The Plan is administered by the independent trustee members of the Compensation Committee of the Board of Trustees, whose members are not eligible for grants under the Plan. Stock options granted under the Plan vest and become exercisable in installments on each of the first three anniversaries of the date of grant and expire ten years after the date of grant. No more than 50,000 share options may be granted to any one individual in any calendar year.

1997 Non-Employee Trustee Stock Option Plan — On June 10, 1997, we adopted the 1997 Non-Employee Trustee Stock Option Plan (the “Trustees’ Plan”) which permits us to grant non-qualified options to purchase up to 100,000 common shares of beneficial interest in the Company at the fair market value at the date of grant. Each Non-Employee Trustee will be granted an option to purchase 2,000 shares annually on our annual meeting date, beginning June 10, 1997. Stock options granted to participants vest and become exercisable in installments on each of the first two anniversaries of the date of grant and expire ten years after the date of grant.

Information relating to the 1996 Share Option Plan and the 1997 Non-Employee Trustee Stock Option Plan (the “Plans”) from December 31, 1998 through December 31, 2001 is as follows:


	Number			Weighted Average
	Of Shares			Exercise Price

Outstanding at December 31, 1998		511,103		$	16.74
Granted		24,000			16.38
Cancelled or expired		(15,779	)		17.23

Outstanding at December 31, 1999		519,324		$	16.71
Granted		162,000			14.11
Cancelled or expired		(13,695	)		18.60

Outstanding at December 31, 2000		667,629		$	16.04
Granted		12,000			17.33
Cancelled or expired		(19,191	)		19.02
Exercised		(6,833	)		16.42

Outstanding at December 31, 2001		653,605		$	15.97

Shares exercisable at December 31, 1999		318,119		$	16.58

Shares exercisable at December 31, 2000		424,954		$	16.70

Shares exercisable at December 31, 2001		532,269		$	16.31

F-19

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

At December 31, 2001, the range of exercise prices and weighted average remaining contractual life of outstanding options was $14.06 — $21.63, and 6.3 years.

The fair value of options granted during 2001, 2000 and 1999 was estimated to be immaterial on the date of grant. All options granted were non-qualified share options. This was determined using the Black-Scholes option pricing model with the following weighted average assumptions used:


	2001			2000			1999

Risk-free interest rate		4.8	%		6.5	%		5.7	%
Dividend yield		9.7	%		11.9	%		11.2	%
Volatility		19.5	%		19.0	%		17.3	%
Weighted average expected life		5.0			5.0			5.0

We account for the Plans in accordance with Accounting Principles Board Opinion No. 25 under which no compensation cost has been recognized for stock option awards. There would be no material difference if compensation cost had been calculated consistent with the provisions of Statement of Financial Standards No. 123, “Accounting for Stock Based Compensation.”

401(k) Plan

We sponsor a 401(k) defined contribution plan covering substantially all officers and employees of the Company which allows participants to defer up to a maximum of 17.5% of their compensation. We contribute up to a maximum of 50% of the employee’s contribution for 2001 and 2000 and 25% for 1999, up to a maximum of 5% of an employee’s annual compensation. During 2001, 2000 and 1999, our matching cash contributions were $154, $157 and $57, respectively.

16. Financial Instruments

Statement of Financial Accounting Standards No. 107 requires disclosure about fair value of all financial instruments. The carrying values of cash and cash equivalents, receivables, accounts payable and accrued expenses are reasonable estimates of their fair values because of the short maturity of these financial instruments. As of December 31, 2001 and 2000 the mortgages and notes payable amounts are also a reasonable estimate of their fair value because their interest rates approximate the current borrowing rates available to us.

17. Quarterly Financial Data (Unaudited)

The following table sets forth the quarterly results of operations for the years ended December 31, 2001 and 2000 (in thousands, except per share amounts):



						Earnings Per Share

		Revenues		Net income		Basic		Diluted

2001
Quarter ended:
	March 31	$	23,544	$	6,336	$	0.77	$	0.69
	June 30		21,466		2,634		0.25		0.25
	September 30		22,653		2,674		0.26		0.26
	December 31		23,310		2,219		0.19		0.19

F-20

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



						Earnings Per Share

		Revenues		Net income		Basic		Diluted

2000(1)
Quarter ended:
	March 31	$	21,828	$	3,224	$	0.33	$	0.33
	June 30		21,158		4,972		0.57		0.54
	September 30		21,634		2,685		0.26		0.26
	December 31		23,912		2,139		0.18		0.18

(1)

As of April 1, 2000, we changed our method of accounting for percentage rents, as required under the Securities and Exchange Commission’s Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements.” The newly adopted method requires us to recognize contingent percentage rental income only when the specified target that triggers this type of income is achieved. The cumulative effect of adopting this change in accounting is a reduction in percentage rental income as of January 1, 2000.

For the quarters ended during 2000, net income and basic and diluted earnings per share are before the cumulative effect of the change in accounting principle.

18. Transactions With Related Parties

In January 2001, we sold White Lake MarketPlace to Pontiac Mall Limited Partnership for cash of $20,200, resulting in a gain on sale of approximately $5,300. Various executive officers/trustees of the Company are partners in that partnership. The property was offered for sale, utilizing the services of a national real estate brokerage firm, and we accepted the highest offer from an unrelated party. Subsequently the buyer cancelled the agreement. Pontiac Mall Limited Partnership presented a comparable offer, which resulted in more favorable economic benefits to us. The sale of the property to Pontiac Mall Limited Partnership was entered into upon the unanimous approval of the independent members of our Board of Trustees.

Under terms of an agreement with Pontiac Mall Limited Partnership, we continue to manage the property and receive management fees. In 2001, we received $70 in management fees from the partnership.

At December 31, 2001, Ramco/ Shenandoah LLC had a $12,469 unsecured note payable, due February 2002. We unconditionally guaranteed this debt and therefore we were contingently liable for this amount. Subsequent to December 31, 2001, Ramco/ Shenandoah LLC obtained a mortgage note payable in the amount of $13,000 and used part of the proceeds to pay off the original note. We did not guarantee the subsequent financing.

At December 31, 2001, we had a receivable from Rossford Development LLC in the amount of $369, due June 2002, with interest at 15%.

We have management agreements with various partnerships and perform 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, 2001 from these related parties:


		2001		2000		1999

Management fees		$	322	$	391	$	787
Leasing fee income					77		231
Acquisition fee			163
Brokerage commission and other			57		8		2
Payroll reimbursement			88		88		97

	Total	$	630	$	564	$	1,117

We had receivables from related entities in the amount of $355 at December 31, 2001 and $337 at December 31, 2000.

F-21

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

19. REAL ESTATE ASSETS

Net Investment in Real Estate Assets at December 31, 2001

Initial Cost

to Company

Building &

Year Year Year Improvements

Property Location Constructed(a) Acquired Renovated Land (f)

Alabama

Cox Creek Plaza
Florence, AL 1997 2000 589 5,336

Florida

Crestview Corners
Crestview, FL 1997 400 3,602

Lantana Plaza
Lantana, FL 1993 2,590 2,600

Naples Towne Center
Naples, FL 1983 1996 218 1,964

Pelican Plaza
Sarasota, FL 1997 710 6,404

Shoppes of Lakeland
Lakeland, FL 1996 1,279 11,543

Southbay Fashion Center
Osprey, FL 1998 597 5,355

Sunshine Plaza
Tamarac, FL 1991 1998 1,748 7,452

Village Lakes
Land O’ Lakes, FL 1997 862 7,768

Georgia

Conyers Crossing
Conyers, GA 1998 729 6,562

Holcomb Center
Alpharetta, GA 1996 658 5,953

Indian Hills
Calhoun, GA 1997 706 6,355

Mays Crossing
Stockbridge, GA 1997 725 6,532

Maryland

Crofton Plaza
Crofton, MD 1991 3,201 6,499

Michigan

Auburn Mile
Auburn Hills, MI 2000 1999 15,704 0

Clinton Valley Mall
Sterling Heights, MI 1979 1996 1999 1,101 9,910

Clinton Valley Shopping Center
Sterling Heights, MI 1979 1996 399 3,588

Eastridge Commons
Flint, MI 1990 1996 1997 1,086 9,775

Edgewood Towne Center
Lansing, MI 1990 1996 1992 665 5,981

Ferndale Plaza
Ferndale, MI 1984 1996 265 2,388

Fraser Shopping Center
Fraser, MI 1996 363 3,263

Jackson Crossing
Jackson, MI 1996 2000 2,249 20,237

Jackson West
Jackson, MI 1996 1996 1999 2,806 6,270

Lake Orion Plaza
Lake Orion, MI 1977 1996 470 4,234

Madison Center
Madison Heights, MI 1997 2000 817 7,366

New Towne Plaza
Canton, MI 1976 1996 1998 817 7,354

Oak Brook Square
Flint, MI 1996 955 8,591

Roseville Plaza
Roseville, MI 1996 2001 1,403 13,195

Southfield Plaza
Southfield, MI 1996 1999 1,121 10,090

Taylor Plaza
Taylor, MI 1996 400 1,930

Tel-Twelve Center
Southfield, MI 1968 1996 1997 3,819 43,181

West Oaks I
Novi, MI 1981 1996 1997-98 0 6,304

West Oaks II
Novi, MI 1987 1996 2000 1,391 12,519

White Lake Marketplace
White Lake Township, MI 1999 1998 2,965 0

[Additional columns below]

[Continued from above table, first column(s) repeated]

Gross Cost at

End of Period(b)

Subsequent

Capitalized Building & Accumulated

Property Costs Land Improvements Total Depreciation(c) Encumbrances

Alabama

Cox Creek Plaza
1,408 932 6,401 7,333 715 (d)

Florida

Crestview Corners
21 400 3,623 4,023 378 (d)

Lantana Plaza
1,658 2,590 4,258 6,848 796 (d)

Naples Towne Center
277 218 2,241 2,459 364 (d)

Pelican Plaza
155 710 6,559 7,269 818 (d)

Shoppes of Lakeland
273 1,279 11,816 13,095 1,548 (d)

Southbay Fashion Center
89 597 5,444 6,041 510 (d)

Sunshine Plaza
10,784 1,748 18,236 19,984 2,451 (d)

Village Lakes
44 862 7,812 8,674 786 (d)

Georgia

Conyers Crossing
617 729 7,179 7,908 600 (d)

Holcomb Center
582 658 6,535 7,193 875 (d)

Indian Hills
88 707 6,442 7,149 676 (d)

Mays Crossing
45 725 6,577 7,302 697 (d)

Maryland

Crofton Plaza
1,462 3,201 7,961 11,162 1,989 (d)

Michigan

Auburn Mile
12,104 24,945 2,863 27,808 99 21,000

Clinton Valley Mall
4,256 1,101 14,166 15,267 1,600 (e)

Clinton Valley Shopping Center
329 399 3,917 4,316 612 (d)

Eastridge Commons
2,061 1,086 11,836 12,922 1,904 (e)

Edgewood Towne Center
4 645 6,005 6,650 858 (d)

Ferndale Plaza
47 265 2,435 2,700 352 (d)

Fraser Shopping Center
162 363 3,425 3,788 567 (e)

Jackson Crossing
7,687 2,249 27,924 30,173 3,851 (e)

Jackson West
6,216 2,806 12,486 15,292 1,771 7,636

Lake Orion Plaza
91 471 4,324 4,795 624 (e)

Madison Center
2,794 817 10,160 10,977 1,145 10,294

New Towne Plaza
1,503 817 8,857 9,674 1,218 (e)

Oak Brook Square
299 955 8,890 9,845 1,376 6,560

Roseville Plaza
2,265 1,403 15,460 16,863 2,208 (e)

Southfield Plaza
1,300 1,121 11,390 12,511 1,613 (e)

Taylor Plaza
15 400 1,945 2,345 269 (d)

Tel-Twelve Center
10,980 3,819 54,161 57,980 7,143 (e)

West Oaks I
2,837 0 9,141 9,141 1,208 4,000

West Oaks II
5,728 1,391 18,247 19,638 2,154 6,244

White Lake Marketplace
(2,771 ) 194 0 194 0

F-22

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Initial Cost

to Company

Building &

Year Year Year Improvements

Property Location Constructed(a) Acquired Renovated Land (f)

North Carolina

Hickory Corners
Hickory, NC 1997 1999 798 7,192

Holly Springs Plaza
Franklin, NC 1997 829 7,470

Ridgeview Crossing
Elkin, NC 1997 1,054 9,494

Ohio

Office Max Center
Toledo, OH 1994 1996 227 2,042

Spring Meadows Place
Holland, OH 1987 1996 1997 1,662 14,959

Troy Towne Center
Troy, OH 1990 1996 1996 930 8,372

South Carolina

Edgewood Square
North Augusta, SC 1997 1,358 12,229

Taylors Square
Greenville, SC 1997 1,581 14,237

Tennessee

Cumberland Gallery
New Tazewell, TN 1997 327 2,944

Highland Square
Crossville, TN 1997 913 8,189

Northwest Crossing
Knoxville, TN 1997 1,284 11,566

Northwest Crossing II
Knoxville, TN 1999 1999 570 0

Stonegate Plaza
Kingsport, TN 1997 606 5,454

Tellico Plaza
Lenoir City, TN 1997 611 5,510

Virginia

Aquia Towne Center
Stafford, VA 1998 2,187 19,776

Wisconsin

West Allis Towne Centre
West Allis, WI 1987 1996 1,866 16,789

Totals $ 70,611 $ 406,324

[Additional columns below]


(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 $386 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 secured line of credit.

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

(f)		Refer to Footnote 2 for a summary of the Company’s capitalization policies.

The changes in real estate assets and accumulated depreciation for the years ended December 31, 2001 and 2000 are as follows:


Real Estate Assets	2001			2000

Balance at beginning of period	$	557,995		$	542,955
Land Development/ Acquisitions		140			—
Capital Improvements		21,587			17,354
Sale of Assets		(22,373	)		(2,314	)

Balance at end of period	$	557,349		$	557,995


Accumulated Depreciation	2001			2000

Balance at beginning of period	$	48,366		$	35,492
Sales/ Retirements		(944	)		—
Depreciation		13,658			12,874

Balance at end of period	$	61,080		$	48,366

F-23

RAMCO-GERSHENSON PROPERTIES TRUST

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

For the years ended December 31, 2001, 2000 and 1999


		Balance at
		Beginning		Charged				Balance at
		of Year		to Expense		Deductions		End of Year


		(Dollars in thousands)
Year ended December 31, 2001 —
	Allowance for doubtful accounts	$	1,283	$	735	$	245	$	1,773
Year ended December 31, 2000 —
	Allowance for doubtful accounts	$	1,490	$	330	$	537	$	1,283
Year ended December 31, 1999 —
	Allowance for doubtful accounts	$	1,298	$	559	$	367	$	1,490

F-24

EXHIBIT INDEX


	3.1			Amended and Restated Declaration of Trust of the Company, dated October 2, 1997, incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	3.2			Articles Supplementary to Amended and Restated Declaration of Trust, dated October 2, 1997, incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	3.3			By-Laws of the Company adopted October 2, 1997, incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	10.1			1996 Share Option Plan of the Company, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
	10.2			Employment Agreement, dated as of May 10, 1996, between the Company and Dennis Gershenson, incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
	10.3			Employment Agreement, dated as of May 10, 1996, between the Company and Richard Gershenson, incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
	10.4			Noncompetition Agreement, dated as of May 10, 1996, between Joel Gershenson and the Company, incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
	10.5			Noncompetition Agreement, dated as of May 10, 1996, between Dennis Gershenson and the Company, incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
	10.6			Noncompetition Agreement, dated as of May 10, 1996, between Richard Gershenson and the Company, incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
	10.7			Letter Agreement, dated April 15, 1996, among the Company and Richard Smith concerning Mr. Smith’s employment by the Company, incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
	10.8			Preferred Units and Stock Purchase Agreement dated as of September 30, 1997 by and among the Company, Special Situations RG REIT, Inc. and the Advancing Party named therein, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1997.
	10.9			Agreement Regarding Exercise of Registration Rights dated as of September 30, 1997 among the Company, the Ramco Principals (as defined therein), the Other Holders (as defined therein), Special Situations RG REIT, Inc., and the Advancing Party, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1997.
	10.10			Registration Rights Agreement dated as of September 30, 1997 by and among the Company, Special Situations RG REIT, Inc., and the Advancing Party named therein, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1997.
	10.11			Form of Contract of Sale dated July 7, 1997 relating to the acquisition of the Southeast Portfolio (Form #1), incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1997.
	10.12			Form of Contract of Sale dated July 7, 1997 relating to the acquisition of the Southeast Portfolio (Form #2), incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1997.
	10.13			Form of Contract of Sale dated July 7, 1997 relating to the acquisition of the Southeast Portfolio (Form #3), incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1997.


	10.14			Agreement dated July 7, 1997 by and between Seller (as defined therein) and Ramco-Gershenson Properties, L.P., which agreement amends certain Contracts of Sale relating to the acquisition of the Southeast Portfolio, incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1997.
	10.15			Loan Agreement dated as of November 26, 1997 between Ramco Properties Associates Limited Partnership and Secore Financial Corporation relating to a $50,000,000 loan, incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	10.16			Promissory Note dated November 26, 1997 in the aggregate principal amount of $50,000,000 made by Ramco Properties Associates Limited Partnership in favor of Secore Financial Corporation, incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	10.17			Loan Agreement dated December 17, 1997 by and between Ramco-Gershenson Properties, L.P. and The Lincoln National Life Insurance Company relating to a $8,500,000 loan, incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	10.18			Note dated December 17, 1997 in the aggregate principal amount of $8,500,000 made by Ramco-Gershenson Properties, L.P. in favor of Lincoln National Life Insurance Company, incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	10.19			1997 Non-Employee Trustee Stock Option Plan of the Company, incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	10.20			Change of Venue Merger Agreement dated as of October 2, 1997 between the Company (formerly known as RGPT Trust, a Maryland real estate investment trust), and Ramco-Gershenson Properties Trust, a Massachusetts business trust, incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
	10.21			Promissory Note dated as of February 27, 1998 in the principal face amount of $15,225,000 made by A.T.C., L.L.C. in favor of GMAC Commercial Mortgage Corporation, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998.
	10.22			Deed of Trust and Security Agreement dated as of February 27, 1998 by A.T.C., L.L.C to Lawyers Title Insurance Company for the benefit of GMAC Commercial Mortgage Corporation relating to a $15,225,000 loan, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998.
	10.23			Assignment and Assumption Agreement dated as of October 8, 1998 among A.T.C., L.L.C., Ramco Virginia Properties, L.L.C., A.T. Center, Inc., Ramco-Gershenson Properties Trust and LaSalle National Bank, as trustee for the registered holders of GMAC Commercial Mortgage Securities, Inc. Mortgage Pass-Through Certificates, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998.
	10.24			Exchange Rights Agreement dated as of September 4, 1998 between Ramco-Gershenson Properties Trust, and A.T.C., L.L.C., incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 1998.
	10.25			Limited Liability Company Agreement of RPT/ INVEST LLC dated August 23, 1999, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 1999.
	10.26			Amended, Restated and Consolidated Mortgage dated August 25, 2000 between Ramco-Gershenson Properties, L.P., (the “Operating Partnership”), and The Lincoln National Life Insurance Company, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2000.


10.27		Second Amendment to Mortgage dated August 25, 2000 made by the Operating Partnership in connection with the Operating Partnership’s $25,000,000 borrowing arrangement, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2000.
10.28		Form of Note dated August 25, 2000 made by the Operating Partnership, as Maker, in connection with the Operating Partnership’s $25,000,000 borrowing arrangement, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2000.
10.29		Third Amended and Restated Master Revolving Credit Agreement dated as of September 29, 2000 among the Operating Partnership, as Borrower, the Trust, as Guarantor and Fleet National Bank and the other Banks which may become parties to the loan agreement, and Fleet National Bank, as Agent, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2000.
10.30		Form of Third Amended and Restated Note dated September 29, 2000 made by the Operating Partnership, in connection with the Operating Partnership’s $110,000,000 borrowing arrangement, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2000.
10.31		First Amended and Restated Unsecured Term Loan Agreement dated September 29, 2000 among the Operating Partnership, as Borrower and Ramco-Gershenson Properties Trust, as Guarantor, and Fleet National Bank and other Banks which may become parties to this agreement, and Fleet National Bank, as Agent, incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2000.
10.32		Note dated September 29, 2000 in the principal amount of $25,000,000 made by the Operating Partnership, as Borrower, in favor of Fleet National Bank and other Banks, incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the Period ended September 30, 2000.
10.33		Form of Contract of Sale dated November 9, 2000 relating to the sale of White Lake MarketPlace made by the Company, as seller, and Pontiac Mall Limited Partnership, as the purchaser (transaction closed on January 29, 2001).
10.34		Employment Agreement, dated as of April 16, 2001, between the Company and Joel Gershenson.
10.35		Employment Agreement, dated as of April 16, 2001, between the Company and Michael A. Ward.
10.36		Employment Agreement, dated as of April 16, 2001, between the Company and Bruce Gershenson.
10.37		Mortgage dated April 23, 2001 between Ramco Madison Center LLC and LaSalle Bank National Association relating to a $10,340,000 loan.
10.38		Promissory Note dated April 23, 2001 in the principal amount of $10,340,000 made by Ramco Madison Center LLC in favor of LaSalle Bank National Association.
10.39		Limited Liability Company Agreement of Ramco/ West Acres LLC.
10.40		Assignment and Assumption Agreement dated September 28, 2001 among Flint Retail, LLC and Ramco/ West Acres LLC and State Street Bank and Trust for holders of J.P. Mortgage Commercial Mortgage Pass-Through Certificates.
10.41	*	Limited Liability Company Agreement of Ramco/ Shenandoah LLC.
21.1*		Subsidiaries
23.1*		Consent of Deloitte & Touche LLP.


*	Filed herewith


x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	28th Street Kentwood Associates — $10,419, due July 2003, with fixed interest at 8.43%

	S-12 Associates — $1,407, due May 2016, with fixed interest at 7.50%

	RPT/ INVEST, LLC — $22,000, due August 2002 with variable interest at 4.18%



									Initial Cost
									to Company

											Building &
			Year		Year		Year				Improvements
Property	Location		Constructed(a)		Acquired		Renovated		Land		(f)

Alabama
Cox Creek Plaza		Florence, AL				1997		2000		589		5,336
Florida
Crestview Corners		Crestview, FL				1997				400		3,602
Lantana Plaza		Lantana, FL				1993				2,590		2,600
Naples Towne Center		Naples, FL		1983		1996				218		1,964
Pelican Plaza		Sarasota, FL				1997				710		6,404
Shoppes of Lakeland		Lakeland, FL				1996				1,279		11,543
Southbay Fashion Center		Osprey, FL				1998				597		5,355
Sunshine Plaza		Tamarac, FL				1991		1998		1,748		7,452
Village Lakes		Land O’ Lakes, FL				1997				862		7,768
Georgia
Conyers Crossing		Conyers, GA				1998				729		6,562
Holcomb Center		Alpharetta, GA				1996				658		5,953
Indian Hills		Calhoun, GA				1997				706		6,355
Mays Crossing		Stockbridge, GA				1997				725		6,532
Maryland
Crofton Plaza		Crofton, MD				1991				3,201		6,499
Michigan
Auburn Mile		Auburn Hills, MI		2000		1999				15,704		0
Clinton Valley Mall		Sterling Heights, MI		1979		1996		1999		1,101		9,910
Clinton Valley Shopping Center		Sterling Heights, MI		1979		1996				399		3,588
Eastridge Commons		Flint, MI		1990		1996		1997		1,086		9,775
Edgewood Towne Center		Lansing, MI		1990		1996		1992		665		5,981
Ferndale Plaza		Ferndale, MI		1984		1996				265		2,388
Fraser Shopping Center		Fraser, MI				1996				363		3,263
Jackson Crossing		Jackson, MI				1996		2000		2,249		20,237
Jackson West		Jackson, MI		1996		1996		1999		2,806		6,270
Lake Orion Plaza		Lake Orion, MI		1977		1996				470		4,234
Madison Center		Madison Heights, MI				1997		2000		817		7,366
New Towne Plaza		Canton, MI		1976		1996		1998		817		7,354
Oak Brook Square		Flint, MI				1996				955		8,591
Roseville Plaza		Roseville, MI				1996		2001		1,403		13,195
Southfield Plaza		Southfield, MI				1996		1999		1,121		10,090
Taylor Plaza		Taylor, MI				1996				400		1,930
Tel-Twelve Center		Southfield, MI		1968		1996		1997		3,819		43,181
West Oaks I		Novi, MI		1981		1996		1997-98		0		6,304
West Oaks II		Novi, MI		1987		1996		2000		1,391		12,519
White Lake Marketplace		White Lake Township, MI		1999		1998				2,965		0



				Gross Cost at
				End of Period(b)
	Subsequent
	Capitalized					Building &				Accumulated
Property	Costs			Land		Improvements		Total		Depreciation(c)		Encumbrances

Alabama
Cox Creek Plaza		1,408			932		6,401		7,333		715			(d)
Florida
Crestview Corners		21			400		3,623		4,023		378			(d)
Lantana Plaza		1,658			2,590		4,258		6,848		796			(d)
Naples Towne Center		277			218		2,241		2,459		364			(d)
Pelican Plaza		155			710		6,559		7,269		818			(d)
Shoppes of Lakeland		273			1,279		11,816		13,095		1,548			(d)
Southbay Fashion Center		89			597		5,444		6,041		510			(d)
Sunshine Plaza		10,784			1,748		18,236		19,984		2,451			(d)
Village Lakes		44			862		7,812		8,674		786			(d)
Georgia
Conyers Crossing		617			729		7,179		7,908		600			(d)
Holcomb Center		582			658		6,535		7,193		875			(d)
Indian Hills		88			707		6,442		7,149		676			(d)
Mays Crossing		45			725		6,577		7,302		697			(d)
Maryland
Crofton Plaza		1,462			3,201		7,961		11,162		1,989			(d)
Michigan
Auburn Mile		12,104			24,945		2,863		27,808		99		21,000
Clinton Valley Mall		4,256			1,101		14,166		15,267		1,600			(e)
Clinton Valley Shopping Center		329			399		3,917		4,316		612			(d)
Eastridge Commons		2,061			1,086		11,836		12,922		1,904			(e)
Edgewood Towne Center		4			645		6,005		6,650		858			(d)
Ferndale Plaza		47			265		2,435		2,700		352			(d)
Fraser Shopping Center		162			363		3,425		3,788		567			(e)
Jackson Crossing		7,687			2,249		27,924		30,173		3,851			(e)
Jackson West		6,216			2,806		12,486		15,292		1,771		7,636
Lake Orion Plaza		91			471		4,324		4,795		624			(e)
Madison Center		2,794			817		10,160		10,977		1,145		10,294
New Towne Plaza		1,503			817		8,857		9,674		1,218			(e)
Oak Brook Square		299			955		8,890		9,845		1,376		6,560
Roseville Plaza		2,265			1,403		15,460		16,863		2,208			(e)
Southfield Plaza		1,300			1,121		11,390		12,511		1,613			(e)
Taylor Plaza		15			400		1,945		2,345		269			(d)
Tel-Twelve Center		10,980			3,819		54,161		57,980		7,143			(e)
West Oaks I		2,837			0		9,141		9,141		1,208		4,000
West Oaks II		5,728			1,391		18,247		19,638		2,154		6,244
White Lake Marketplace		(2,771	)		194		0		194		0