-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F++ZfbqK+a6XjLbT+xXqPGAfAqwbzael8j875fj1hWy0osct6Jvyj4YRivtunKl/ II5KpUeQtQKJgDvGMEN9aA== 0000950124-02-001397.txt : 20020419 0000950124-02-001397.hdr.sgml : 20020419 ACCESSION NUMBER: 0000950124-02-001397 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020411 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAMCO GERSHENSON PROPERTIES TRUST CENTRAL INDEX KEY: 0000842183 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 136908486 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10093 FILM NUMBER: 02615715 BUSINESS ADDRESS: STREET 1: 27600 NORTHWESTERN HWY STREET 2: SUITE 200 CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2483509900 MAIL ADDRESS: STREET 1: 27600 NORTHWESTERN HWY STREET 2: SUITE 200 CITY: SOUTHFIELD STATE: MI ZIP: 48034 FORMER COMPANY: FORMER CONFORMED NAME: RPS REALTY TRUST DATE OF NAME CHANGE: 19920703 8-K 1 k69024e8-k.txt CURRENT REPORT DATED 04/11/02 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2002 ----------------------------- RAMCO-GERSHENSON PROPERTIES TRUST --------------------------------- (Exact name of registrant as specified in its Chapter) Maryland 1-10093 13-6908486 - ------------------------------------ ------------------------------------ --------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 27600 Northwestern Highway, Suite 200, Southfield, Michigan 48034 - ------------------------------------------------------------ ----------------- (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 350-9900 ----------------------------- Not applicable ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEMS 1-4. NOT APPLICABLE. ITEM 5. OTHER EVENTS. On April 11, 2002, Ramco-Gershenson Properties Trust (the "Company") issued the press release attached hereto as Exhibit 99.1 announcing the sale of its Hickory Corners Shopping Center, located in Hickory, North Carolina. The information contained in the press release is incorporated herein by reference. On April 15, 2002, the Company issued the press release attached hereto as Exhibit 99.2 announcing its financial results for the quarter ended March 31, 2002. The information contained in the press release is incorporated herein by reference. ITEM 6. NOT APPLICABLE. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) -- (b) Not applicable. (c) Exhibits 99.1 Press Release dated April 11, 2002. 99.2 Press Release dated April 15, 2002. ITEM 8. NOT APPLICABLE. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RAMCO-GERSHENSON PROPERTIES TRUST Date: April 19, 2002 By: /s/ Richard J. Smith ------------------------------------------------ Name: Richard J. Smith Title: Chief Financial Officer 3 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION Exhibit 99.1 Press Release issued by Ramco-Gershenson Properties Trust dated April 11, 2002 Exhibit 99.2 Press Release issued by Ramco-Gershenson Properties Trust dated April 15, 2002 EX-99.1 3 k69024ex99-1.txt PRESS RELEASE DATED 04/11/02 EXHIBIT 99.1 RAMCO-GERSHENSON SELLS HICKORY CORNERS SHOPPING CENTER IN HICKORY, NORTH CAROLINA Southfield, Mich. - RAMCO-GERSHENSON PROPERTIES TRUST (NYSE:RPT) announced today that it has closed on the sale of Hickory Corners, a 178,000 square foot community shopping center located in Hickory, North Carolina. The shopping center was sold for approximately $10.7 million, which represents a capitalization rate of 9.9%. "We purchased Hickory Corners in 1997 as part of a portfolio acquisition. Since that time we have increased the value of the property through the addition of an Office Max store and the expansion of the Food Lion Supermarket. Based on the value we have added, the size of the Hickory trade area and the sales capitalization rate achieved, the disposition of this center fit our long term strategy", said Dennis Gershenson, Chief Executive Officer. "The proceeds will ultimately be redeployed to fund future acquisitions and redevelopments that will produce higher returns for our shareholders." Ramco-Gershenson Properties Trust has a portfolio of 56 shopping centers totaling approximately 11.2 million square feet of gross leasable area, consisting of 55 community centers, of which nine are power centers and three are single tenant properties, as well as one enclosed regional mall. The Company's centers are located in Michigan, Ohio, Wisconsin, New Jersey, Maryland, Virginia, North Carolina, South Carolina, Tennessee, Georgia, Alabama and Florida. Headquartered in Southfield, Michigan, the Company is a fully integrated, self-administered, publicly-traded real estate investment trust (REIT) which owns, develops, acquires, manages and leases community shopping centers, regional malls and single tenant retail properties, nationally. This press release contains forward-looking statements with respect to the operation of certain of the Trust's properties. Management of Ramco-Gershenson believes 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 general economic conditions, the strength of key industries in the cities in which the Trust's properties are located, the performance of the Trust's tenants at the Trust's properties and elsewhere, and other factors discussed in the Trust's reports filed with the Securities and Exchange Commission. FOR FURTHER INFORMATION ON RAMCO-GERSHENSON PROPERTIES TRUST VISIT OUR WEBSITE @ WWW.RAMCO-GERSHENSON.COM ******* EX-99.2 4 k69024ex99-2.txt PRESS RELEASE DATED 04/15/02 EXHIBIT 99.2 RAMCO-GERSHENSON PROPERTIES TRUST REPORTS RESULTS FOR FIRST QUARTER 2002 Diluted FFO per share of $0.62 SOUTHFIELD, Mich. -- RAMCO-GERSHENSON PROPERTIES TRUST (NYSE:RPT) announced today results for the first quarter ended March 31, 2002. For the three months ended March 31, 2002, diluted Funds from Operations (FFO) were $7,454,000 compared with $7,958,000 for the three months ended March 31, 2001. On a per share basis first quarter results were $0.62 compared with $0.66 in 2001. The decrease in FFO for the quarter is primarily the result of the major redevelopment of two shopping centers, Tel-Twelve and Lakeland. Both centers experienced a planned drop in net income, affecting FFO, as the Company took a substantial portion of the regional and local tenant rentals off line to make way for national anchor credit tenants. The reduction in FFO also reflects a reduction in income due to the sale in the first quarter of 2001 of White Lake MarketPlace and Athens Towne Center. Income from continuing operations for the three months ended March 31, 2002, was $2,223,000 compared with $6,081,000 for the three months ended March 31, 2001. On a diluted earnings per share basis, earnings from continuing operations decreased from $0.67 in 2001 to $0.20 in 2002. The decrease in earnings is attributable to the $5.0 million gain on the sale of White Lake and Athens Towne Center, which occurred in the first quarter of last year. "Our numbers are in line with expectations and are reflective of significant changes occurring in our portfolio," said Dennis Gershenson, president and chief executive officer. "We anticipated a drop in earnings this year as we take income off line for the de-malling of our Tel-Twelve shopping center and the expansion and retenanting of Lakeland. These projects demonstrate the Company's willingness to accept a short-term decrease in FFO in order to achieve a long-term increase in shareholder value. The income from our new national tenants will begin to come on line in late 2002 and 2003. " Asset Management During the quarter the Company made substantial progress on the de-malling of its 650,000 square foot Tel-Twelve shopping center in Southfield, Michigan. The Designer Shoe Warehouse expansion and relocation is nearing completion and the construction of the new Lowe's Home Improvement store will commence in the second quarter with completion expected in the second quarter 2003. One retail outlot building at the shopping center is complete and occupied. A second retail outlot building is nearing completion. The Publix Supermarket expansion at Lantana shopping center in Lantana, Florida is on schedule. A grand re-opening of the center is planned for the fourth quarter this year. Bed, Bath and Beyond is also currently under construction at RPT's Jackson Crossing shopping center, with a planned fall opening. Leasing Leasing activity continues to be strong throughout the portfolio. In the first quarter, the Company opened 11 new non-anchor stores, at an average base rent of $14.14 per square foot, which is 24.5% above portfolio average. The Company also renewed 40 non-anchor leases at an average increase of 6.9% over prior rental rates. As of March 31, 2002 the portfolio was 94.0% leased. Acquisitions/Dispositions On April 10, 2002, the Company sold Hickory Corners, a 178,000 square foot community shopping center located in Hickory, North Carolina. Total proceeds from the sale approximated $10.7 million and will be deployed to pay down debt and fund future acquisitions and redevelopments. This center was accounted for as property held for sale at March 31, 2002. Common Share Offering The Company intends to issue 3,500,000 shares of common stock through a public offering. Deutsche Bank Securities, McDonald Investments and Robertson Stephens are underwriting the offering. Upon completion of the sale, approximately 10.9 million shares of common stock will be outstanding. The Company intends to use the proceeds from the sale to redeem the Series A Preferred Shares held by Morgan Stanley Asset Management and its clients and to acquire the equity of RPT's institutional partner in Rivertowne Square and Chester Springs shopping centers. The remaining proceeds will be utilized to pay down the Company's credit facility. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. 2002 Guidance On April 8, 2002, the Company revised guidance previously stated to investors in the third and forth quarter last year regarding the Company's expected funds from operations (FFO) per share for 2002. The Company currently estimates that FFO per share for 2002 are expected to be slightly lower, in the range of $2.20 to $2.30 per share. This revision in the estimated range primarily reflects the greater number of shares expected to be outstanding during the year as a result of the proposed offering of common stock, and the lag in time between the closing of the offering and the full deployment of the capital raised for the Company's operations. Supplemental financial information is available via e-mail by sending requests to dhendershot@rgpt.com and is also available at the investor section of our Web page. Ramco-Gershenson Properties Trust has a portfolio of 56 shopping centers totaling approximately 11.2 million square feet of gross leasable area, consisting of 55 community centers, of which nine are power centers and three are single tenant properties, as well as one enclosed regional mall. The Company's centers are located in Michigan, Ohio, Wisconsin, New Jersey, Maryland, Virginia, North Carolina, South Carolina, Tennessee, Georgia, Alabama and Florida. Headquartered in Southfield, Michigan, the Company is a fully integrated, self-administered, publicly-traded real estate investment trust (REIT) which owns, develops, acquires, manages and leases community shopping centers, regional malls and single tenant retail properties, nationally. This press release contains forward-looking statements with respect to the operation of certain of the Trust's properties. Management of Ramco-Gershenson believes 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 general economic conditions, the strength of key industries in the cities in which the Trust's properties are located, the performance of the Trust's tenants at the Trust's properties and elsewhere, and other factors discussed in the Trust's reports filed with the Securities and Exchange Commission. RAMCO-GERSHENSON PROPERTIES TRUST CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
Three Three Months Months Ended Ended 3/31/02 3/31/01 ------------- ------------- REVENUES Minimum rents $13,868 $15,032 Percentage rents 522 921 Recoveries from tenants 5,948 5,639 Fees and management income 651 658 Interest and other income 750 934 ------------- ------------- Total Revenues 21,739 23,184 ------------- ------------- EXPENSES Real estate taxes 2,572 2,093 Recoverable operating expenses 3,384 3,724 Depreciation and amortization 4,010 3,926 Other operating 312 332 General and administrative 2,051 2,495 Interest expense 6,310 6,957 ------------- ------------- Total Expenses 18,639 19,527 ------------- ------------- Operating income 3,100 3,657 Earnings from unconsolidated entities 169 75 ------------- ------------- Income from continuing operations before gain on sale of real estate and minority interest 3,269 3,732 Gain on sale of real estate - 5,006 Minority interest (1,046) ( 2,657) ------------- ------------- Income from continuing operations 2,223 6,081 Income from discontinued operations 214 255 ------------- ------------- Net income 2,437 6,336 Preferred dividends 828 828 ------------- ------------- Net income available to common shareholders $1,609 $5,508 ============= ============= Basic earnings per share: Income from continuing operations $0.20 $0.74 ============= ============= Income from discontinued operations $0.03 $0.03 ============= ============= Net Income $0.23 $0.77 ============= ============= Diluted earnings per share: Income from continuing operations $0.20 $0.67 ============= ============= Income from discontinued operations $0.03 $0.02 ============= ============= Net Income $0.23 $0.69 ============= ============= Weighted average shares outstanding: Basic 7,089 7,121 ============= ============= Diluted 7,146 9,124 ============= =============
RAMCO-GERSHENSON PROPERTIES TRUST CALCULATION OF FUNDS FROM OPERATIONS(1) (In thousands, except per share data) (Unaudited)
Three Three Months Months Ended Ended 3/31/02 3/31/01 ------------- ------------- Net Income $2,437 $6,336 Add: Depreciation and amortization expense 3,971 3,982 Minority Interest in partnership 1,046 2,657 Less: Gain on sale of property(2) - 5,017 ------------- ------------- Funds from Operations-diluted 7,454 7,958 Less: Preferred share dividends 828 828 ------------- ------------- Funds from Operations-basic $6,626 $7,130 ============= ============= Funds from Operations per share: Diluted $0.62 $0.66 ============= ============= Basic $0.66 $0.71 ============= ============= Basic weighted average shares outstanding(3) 10,034 10,066 Convertible Preferred shares and options 2,057 2,003 ------------- ------------- Diluted weighted average shares outstanding(4) 12,091 12,069 ============= =============
RAMCO-GERSHENSON PROPERTIES TRUST CONSOLIDATED BALANCE SHEETS (In thousands)
March 31, December 31, 2002 2001 ------------------ -------------------- ASSETS (unaudited) Investment in real estate, net $497,370 $496,269 Cash and cash equivalents 5,062 5,542 Accounts receivable, net 17,287 17,627 Equity investments in and advances to unconsolidated entities 12,986 12,977 Other assets, net 20,394 20,314 Property held for sale 7,210 --- ---------------- --------------- Total Assets $560,309 $552,729 ================ =============== LIABILITIES AND SHAREHOLDERS' EQUITY Mortgages and notes payable $355,488 $347,275 Distributions payable 5,043 5,062 Accounts payable and accrued expenses 18,985 18,830 ---------------- --------------- Total Liabilities 379,516 371,167 Minority Interest 47,853 48,157 Commitments and Contingencies --- --- Shareholders' Equity 132,940 133,405 ---------------- --------------- Total Liabilities and Shareholders' Equity $560,309 $552,729 ================ ===============
(1) Management 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 on April 4, 2002, to reflect the adoption that FFO from income-producing property held for sale, sold or otherwise transferred and reported in income from discontinued operations, should be included in FFO. 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 generally accepted accounting principles and should not be considered an alternative to net income as an indication of the Trust's performance or to cash flows from operating activities as a measure of liquidity or the ability to pay distributions. Furthermore, while net income and cash generated from operating, investing and financing activities, determined in accordance with generally accepted accounting principles, consider capital expenditures which have been and will be incurred in the future, the calculation of FFO does not. (2) Excludes loss on sale of undepreciated land of $11. (3) Represents the weighted average total shares outstanding, assuming the redemption of all operating partnership units for common shares. (4) Represents the weighted average total shares outstanding, assuming the redemption of all operating partnership units for common shares, the conversion of convertible preferred shares to common shares, and dilutive stock options. ****** For more information on Ramco-Gershenson Properties Trust visit our Website @ www.ramcogershenson.com -----END PRIVACY-ENHANCED MESSAGE-----