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10-K 1 k74377e10vk.htm ANNUAL REPORT FOR FISCAL YEAR ENDED 12/31/02 e10vk

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended December 31, 2002

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
Series B Cumulative Preferred Shares $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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No o

The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recent completed second fiscal quarter was $246,661,000.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

12,290,166 common shares outstanding as of March 19, 2003.

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 12, 2003 are incorporated by reference into Part III.

Website access to Company’s Reports

Ramco-Gershenson Properties Trust website address is www.ramco-gershenson.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are available free of charge through our website as soon as reasonably possible after they are electronically filed with, or furnished to, the Securities and Exchange Commission.

TABLE OF CONTENTS


PART I
PART II
RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS
PART III
PART IV
SIGNATURES
CERTIFICATIONS
INDEPENDENT AUDITORS’ REPORT
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
Mortgage Assignment of Leases & Rent
Fixed Rate Note Dated July 12, 2002
4th Amended and Restated Master Revolving Credit
4th Amended and Restated Note, December 30, 2002
2nd Amended and Restated Unsecured Term Loan Agrmt
Form of Amended & Restated Note
Computation of Ratio of Earnings
Subsidiaries
Consent of Deloitte & Touche LLp
906 Certification of Dennis E. Gershenson, CEO
906 Certification of Richard J. Smith, CFO

TABLE OF CONTENTS


	Item			Page

PART I		1.	Business		2
		2.	Properties		8
		3.	Legal Proceedings		13
		4.	Submission of Matters to a Vote of Security Holders		13
PART II		5.	Market for Registrant’s Common Equity and Related Stockholder Matters		14
		6.	Selected Financial Data		15
		7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
		7A.	Quantitative and Qualitative Disclosures About Market Risk		31
		8.	Financial Statements and Supplementary Data		32
		9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		33
PART III		10.	Directors and Executive Officers of the Registrant		33
		11.	Executive Compensation		33
		12.	Security Ownership of Certain Beneficial Owners and Management		34
		13.	Certain Relationships and Related Transactions		34
		14.	Controls and Procedures		35
PART IV		15.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K		36

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, 2002, our company owned approximately 80.7% 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, 2002, we had a portfolio of 59 shopping centers, with more than 11,400,00 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, 2002, we owned and operated a portfolio of 59 shopping centers totaling approximately 11.5 million square feet of gross leaseable area located in 12 states. Our properties consist of 58 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 55% 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 directly or through one or more joint venture entities, and the expansion and redevelopment of existing properties. 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 seven shopping centers and six parcels of land for an aggregate amount of $79,172,000.

As of December 31, 2002, we employed 85 corporate employees, including six executives and two executive support personnel, 25 employees in asset management, ten employees in development and construction, two employees in acquisitions, 17 employees in financial and treasury services, 13 employees in lease administration, six employees in human resources and office services and four employees in information

services. In addition, at December 31, 2002, we employed 38 on-site shopping center maintenance personnel. We believe that our relations with our employees are good. None of our employees is 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. During 2002, we acquired three properties at an aggregate cost of $45,500,000. During 2002, we also acquired our joint venture partners’ equity interest in four properties. 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.

Equity Transaction

In April and May 2002, we issued 4.8 million common shares of beneficial interest in a public offering, resulting in approximately $77.7 million in net proceeds. In addition, in November 2002, we issued 1.0 million shares of Series B Preferred Shares in a public offering yielding approximately $23.8 million of net proceeds. Dividends on Series B Preferred Shares are paid quarterly in an amount per share equal to $2.375 per year (equivalent to 9.5% per annum of the $25.00 liquidation preference).

Developments and Expansions

In 2002 we substantially completed the conversion of our Tel-Twelve shopping center from an enclosed regional mall to an open-air center for a total cost of approximately $19,500,000. In connection with the redevelopment we demolished approximately 20% of the gross leasable area (133,000 square feet) of the shopping center. An expanded 25,000 square foot DSW Shoe Warehouse and two 13,000 square foot multi-tenant retail outlot buildings were completed and opened during 2002. Lowe’s Home Improvement opened a 165,000 square foot building in February 2003.

During 2002, we also completed two redevelopment projects at a total cost of approximately $12.1 million at two of our shopping centers (Sunshine Plaza and Lantana Plaza). We are currently redeveloping The Shoppes of Lakeland for an estimated net cost of approximately $7.3 million.

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, then 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 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, and we had several meetings with the appellate conferee, subsequent to filing the protest. 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, 1998 and 1999.

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, 2002, 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, 2002, Atlantic had net assets on September 30, 2002 of approximately $62.3 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, 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 operating partnership for the taxable years ended December 31, 1997, 1998 and 1999. 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, 2002(1)		Owned GLA

Michigan			22	$	29,765,210		4,120,474
Florida			12		11,779,318		1,521,991
Tennessee			6		3,719,496		793,315
Georgia			5		4,331,616		644,931
Ohio			4		6,318,339		813,414
North Carolina			2		2,018,157		367,108
South Carolina			2		2,030,513		363,428
New Jersey			1		2,818,408		224,138
Wisconsin			2		3,597,881		538,413
Virginia			1		2,485,408		240,042
Alabama			1		747,451		126,701
Maryland			1		1,340,521		251,547

	Total		59	$	70,952,318		10,005,502

The above table includes four 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, 2002(1)		Owned GLA

Community centers			58	$	67,675,744		9,629,364
Enclosed regional mall			1		3,276,574		376,138

	Total		59	$	70,952,318		10,005,502


(1)	“Annualized Base Rental Revenue” is equal to December 2002 base rental revenues multiplied by 12.

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

PROPERTY SUMMARY

AS OF 12/31/02


		Year Constructed/
		Acquired/Year of			Number
		Latest Renovation			of
Property	Location	or Expansion(3)			Units

Alabama
Cox Creek Plaza	Florence, AL		1984/1997/2000			16

Total/ Weighted Average						16

Florida
Coral Creek Shops	Coconut Creek, FL		1992/2002/ NA			34
Crestview Corners	Crestview, FL		1986/1997/1993			14
Lantana Shopping Center	Lantana, FL		1959/1996/2002			22
Naples Towne Centre	Naples, FL		1982/1996/ NA			15
Pelican Plaza	Sarasota, FL		1983/1997/ NA			32
Rivertowne Square	Deerfield Beach, FL		1980/2002/ NA			22
Shenandoah Square(7)	Davie, FL		1989/2001/ NA			47
Shoppes of Lakeland	Lakeland, FL		1985/1996/ NA			5
Southbay Fashion Center	Osprey, FL		1978/1998/ NA			19
Sunshine Plaza	Tamarac, FL		1972/1996/2001			27
The Crossroads	Royal Palm Beach, FL		1988/2002/ NA			35
Village Lakes Shopping Center	Land O’ Lakes, FL		1987/1997/ NA			23

Total/ Weighted Average						295

Georgia
Conyers Crossing	Conyers, GA		1978/1998/1989			15
Holcomb Center	Alpharetta, GA		1986/1996/ NA			23
Horizon Village	Suwanee, GA		1996/2002/ NA			22
Indian Hills	Calhoun, GA		1988/1997/ NA			17
Mays Crossing	Stockbridge, GA		1984/1997/1986			19

Total/ Weighted Average						96

Maryland
Crofton Plaza	Crofton, MD		1974/1996/ NA			19

Total/ Weighted Average						19

Michigan
Auburn Mile	Auburn Hills, MI		2000/1999/ NA			8
Clinton Valley Mall	Sterling Heights, MI		1977/1996/2002			10
Clinton Valley Shopping Center	Sterling Heights, MI		1985/1996/ NA			10
Eastridge Commons	Flint, MI		1990/1996/2001	(10)		16
Edgewood Towne Center	Lansing, MI		1990/1996/2001	(10)		16
Ferndale Plaza	Ferndale, MI		1984/1996/ NA			6
Fraser Shopping Center	Fraser, MI		1977/1996/ NA			8
Jackson Crossing	Jackson, MI		1967/1996/2002			63
Jackson West	Jackson, MI		1996/1996/1999			5
Kentwood Towne Centre(2)	Kentwood, MI		1988/1996/ NA			18
Lake Orion Plaza	Lake Orion, MI		1977/1996/ NA			7
Madison Center	Madison Heights, MI		1965/1997/2000			14
New Towne Plaza	Canton, MI		1975/1996/1998			18
Oak Brook Square	Flint, MI		1982/1996/ NA			22
Roseville Towne Center	Roseville, MI		1963/1996/2001			24

[Additional columns below]

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

Total Shopping Center GLA

Company

Anchor Owned Total Non-

Owned Anchor Anchor Anchor

Property Space Space GLA GLA Total

Alabama

Cox Creek Plaza
92,901 92,901 33,800 126,701

Total/ Weighted Average
— 92,901 92,901 33,800 126,701

Florida

Coral Creek Shops
42,112 42,112 67,200 109,312

Crestview Corners
79,603 79,603 32,015 111,618

Lantana Shopping Center
61,166 61,166 61,347 122,513

Naples Towne Centre
32,680 102,027 134,707 32,680 167,387

Pelican Plaza
35,768 35,768 70,105 105,873

Rivertowne Square
70,948 70,948 65,699 136,647

Shenandoah Square(7)
42,112 42,112 81,500 123,612

Shoppes of Lakeland
23,001 23,001 5,646 28,647

Southbay Fashion Center
31,700 31,700 64,990 96,690

Sunshine Plaza
175,834 175,834 69,970 245,804

The Crossroads
42,112 42,112 77,980 120,092

Village Lakes Shopping Center
125,141 125,141 61,335 186,476

Total/ Weighted Average
32,680 831,524 864,204 690,467 1,554,671

Georgia

Conyers Crossing
138,915 138,915 31,560 170,475

Holcomb Center
39,668 39,668 67,385 107,053

Horizon Village
47,955 47,955 49,046 97,001

Indian Hills
97,930 97,930 35,200 133,130

Mays Crossing
100,232 100,232 37,040 137,272

Total/ Weighted Average
— 424,700 424,700 220,231 644,931

Maryland

Crofton Plaza
176,376 176,376 75,171 251,547

Total/ Weighted Average
— 176,376 176,376 75,171 251,547

Michigan

Auburn Mile
45,520 552,437 597,957 14,381 612,338

Clinton Valley Mall
55,175 55,175 93,902 149,077

Clinton Valley Shopping Center
50,000 50,000 44,360 94,360

Eastridge Commons
117,777 124,203 241,980 45,637 287,617

Edgewood Towne Center
209,272 23,524 232,796 62,233 295,029

Ferndale Plaza
— — 30,916 30,916

Fraser Shopping Center
52,784 52,784 23,915 76,699

Jackson Crossing
254,242 191,923 446,165 184,215 630,380

Jackson West
194,484 194,484 15,837 210,321

Kentwood Towne Centre(2)
101,909 122,390 224,299 61,265 285,564

Lake Orion Plaza
114,574 114,574 7,558 122,132

Madison Center
167,830 167,830 59,258 227,088

New Towne Plaza
91,122 91,122 80,668 171,790

Oak Brook Square
57,160 57,160 83,057 140,217

Roseville Towne Center
211,447 211,447 84,821 296,268

[Additional columns below]

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

Annualized Base

Rent

Company Owned GLA Per

Square

Property Total Leased Occupancy Total Foot Anchors(9)

Alabama

Cox Creek Plaza
126,701 113,801 89.8 % $ 747,451 $ 6.57
Goody’s, Toy’s R Us, Old Navy

Total/ Weighted Average
126,701 113,801 89.8 % $ 747,451 $ 6.57

Florida

Coral Creek Shops
109,312 109,312 100.0 % $ 1,471,166 $ 13.46
Publix

Crestview Corners
111,618 110,418 98.9 % 555,776 5.03
Fleming Foods(8), Wal-Mart(4)

Lantana Shopping Center
122,513 120,713 98.5 % 1,164,200 9.64
Publix

Naples Towne Centre
134,707 44,152 32.8 % 241,999 5.48
Florida Food & Drug(1), Save- A-Lot

Pelican Plaza
105,873 81,001 76.5 % 895,112 11.05
Linens ’n Things

Rivertowne Square
136,647 131,800 96.5 % 1,145,277 8.69
Winn-Dixie, Office Depot

Shenandoah Square(7)
123,612 114,912 93.0 % 1,564,052 13.61
Publix

Shoppes of Lakeland
28,647 28,647 100.0 % 269,943 9.42
Michael’s

Southbay Fashion Center
96,690 42,094 43.5 % 340,742 8.09

Sunshine Plaza
245,804 228,933 93.1 % 1,580,267 6.90
Publix, Old Time Pottery, Price Cutters

The Crossroads
120,092 118,792 98.9 % 1,526,236 12.85
Publix

Village Lakes Shopping Center
186,476 185,076 99.2 % 1,024,546 5.54
Kash ’N Karry Food Store, Wal-Mart

Total/ Weighted Average
1,521,991 1,315,850 86.5 % $ 11,779,316 $ 8.95

Georgia

Conyers Crossing
170,475 170,475 100.0 % $ 897,332 $ 5.26
Burlington Coat Factory, Hobby Lobby

Holcomb Center
107,053 105,023 98.1 % 982,514 9.36
A&P(5)

Horizon Village
97,001 97,001 100.0 % 1,138,039 11.73
Publix

Indian Hills
133,130 129,530 97.3 % 670,045 5.17
Ingles Market, Wal-Mart(4)

Mays Crossing
137,272 113,323 82.6 % 643,687 5.68
Ingles Market(8), Big Lots

Total/ Weighted Average
644,931 615,352 95.4 % $ 4,331,617 $ 7.04

Maryland

Crofton Plaza
251,547 214,624 85.3 % $ 1,340,521 $ 6.25
Super Valu, Kmart

Total/ Weighted Average
251,547 214,624 85.3 % $ 1,340,521 $ 6.25

Michigan

Auburn Mile
566,818 566,818 100.0 % $ 2,590,750 $ 4.57
Best Buy(1), Target, Meijer, Costco, Joann etc, Staples

Clinton Valley Mall
149,077 115,671 77.6 % 1,507,860 13.04
Office Depot, DSW Shoe Warehouse

Clinton Valley Shopping Center
94,360 36,244 38.4 % 377,967 10.43

Eastridge Commons
169,840 166,725 98.2 % 1,657,671 9.94
Farmer Jack (A&P), Staples, Target(1), TJ Maxx

Edgewood Towne Center
85,757 80,757 94.2 % 787,638 9.75
OfficeMax, Sam’s Club(1), Target(1)

Ferndale Plaza
30,916 30,916 100.0 % 372,787 12.06

Fraser Shopping Center
76,699 71,735 93.5 % 420,937 5.87
Oakridge Market, Rite- Aid

Jackson Crossing
376,138 370,812 98.6 % 3,276,574 8.84
Kohl’s Department Store, Sears(1), Target(1), Toys ’R’ Us, Best Buy, Bed, Bath & Beyond, Jackson 10

Jackson West
210,321 210,321 100.0 % 1,570,831 7.47
Circuit City, Lowe’s, Michael’s, OfficeMax

Kentwood Towne Centre(2)
183,655 180,055 98.0 % 1,445,531 8.03
Burlington Coat, Hobby Lobby, OfficeMax, Target(1)

Lake Orion Plaza
122,132 122,132 100.0 % 503,629 4.12
Farmer Jack (A&P), Kmart

Madison Center
227,088 224,588 98.9 % 1,360,454 6.06
Dunham’s, Kmart

New Towne Plaza
171,790 171,790 100.0 % 1,415,167 8.24
Kohl’s Department Store

Oak Brook Square
140,217 119,707 85.4 % 1,055,498 8.82
Kids ’R’ Us, TJ Maxx

Roseville Towne Center
296,268 245,512 82.9 % 1,253,709 5.11
Marshall’s, Wal-Mart

Year Constructed/

Acquired/Year of Number

Latest Renovation of

Property Location or Expansion(3) Units

Southfield Plaza
Southfield, MI 1969/1996/1999 14

Southfield Plaza Expansion(2)
Southfield, MI 1987/1996/ NA 11

Taylor Plaza
Taylor, MI 1970/1996/ NA 1

Tel-Twelve
Southfield, MI 1968/1996/2002 16

West Acres Commons(7)
Flint, MI 1998/2001/ NA 14

West Oaks I
Novi, MI 1979/1996/1998 7

West Oaks II
Novi, MI 1986/1996/2000 31

Total/ Weighted Average
339

New Jersey

Chester Springs
Chester, NJ 1970/2002/1999 41

Total/ Weighted Average
41

North Carolina

Holly Springs Plaza
Franklin, NC 1988/1997/1992 16

Ridgeview Crossing
Elkin, NC 1989/1997/1995 20

Total/ Weighted Average
36

Ohio

Crossroads Centre
Rossford, OH 2001/2002/ NA 16

OfficeMax Center
Toledo, OH 1994/1996/ NA 1

Spring Meadows Place
Holland, OH 1987/1996/1997 35

Troy Towne Center
Troy, OH 1990/1996/2002 18

Total/ Weighted Average
70

South Carolina

Edgewood Square
North Augusta, SC 1989/1997/1997 15

Taylors Square
Greenville, SC 1989/1997/1995 2

Total/ Weighted Average
17

Tennessee

Cumberland Gallery
New Tazewell, TN 1988/1997/ NA 16

Highland Square
Crossville, TN 1988/1997/ NA 16

Northwest Crossing
Knoxville, TN 1989/1997/1995 16

Northwest Crossing II
Knoxville, TN 1999/1999/ NA 1

Stonegate Plaza
Kingsport, TN 1984/1997/1993 7

Tellico Plaza
Lenoir City, TN 1989/1997/ NA 12

Total/ Weighted Average
68

Virginia

Aquia Towne Center
Stafford, VA 1989/1998/ NA 41

Total/ Weighted Average
41

[Additional columns below]

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

Total Shopping Center GLA

Company

Anchor Owned Total Non-

Owned Anchor Anchor Anchor

Property Space Space GLA GLA Total

Southfield Plaza
128,358 128,358 37,660 166,018

Southfield Plaza Expansion(2)
— — 19,410 19,410

Taylor Plaza
122,374 122,374 — 122,374

Tel-Twelve
367,246 367,246 35,440 402,686

West Acres Commons(7)
59,889 59,889 35,200 95,089

West Oaks I
226,839 226,839 19,028 245,867

West Oaks II
221,140 90,753 311,893 77,201 389,094

Total/ Weighted Average
949,860 3,004,512 3,954,372 1,115,962 5,070,334

New Jersey

Chester Springs
81,760 81,760 142,378 224,138

Total/ Weighted Average
— 81,760 81,760 142,378 224,138

North Carolina

Holly Springs Plaza
124,484 124,484 31,100 155,584

Ridgeview Crossing
168,659 168,659 42,865 211,524

Total/ Weighted Average
— 293,143 293,143 73,965 367,108

Ohio

Crossroads Centre
381,291 381,291 69,214 450,505

OfficeMax Center
22,930 22,930 — 22,930

Spring Meadows Place
275,372 54,071 329,443 135,645 465,088

Troy Towne Center
90,921 107,584 198,505 42,679 241,184

Total/ Weighted Average
366,293 565,876 932,169 247,538 1,179,707

South Carolina

Edgewood Square
207,829 207,829 20,375 228,204

Taylors Square
133,624 133,624 1,600 135,224

Total/ Weighted Average
— 341,453 341,453 21,975 363,428

Tennessee

Cumberland Gallery
73,304 73,304 24,851 98,155

Highland Square
131,126 131,126 37,620 168,746

Northwest Crossing
217,443 217,443 32,789 250,232

Northwest Crossing II
23,500 23,500 — 23,500

Stonegate Plaza
127,042 127,042 11,448 138,490

Tellico Plaza
94,805 94,805 19,387 114,192

Total/ Weighted Average
— 667,220 667,220 126,095 793,315

Virginia

Aquia Towne Center
117,195 117,195 122,847 240,042

Total/ Weighted Average
— 117,195 117,195 122,847 240,042

[Additional columns below]

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

Annualized Base

Rent

Company Owned GLA Per

Square

Property Total Leased Occupancy Total Foot Anchors(9)

Southfield Plaza
166,018 153,458 92.4 % 1,137,795 7.41
Burlington Coat Factory, Marshall’s, F & M Drugs

Southfield Plaza Expansion(2)
19,410 17,610 90.7 % 237,007 13.46
No Anchor

Taylor Plaza
122,374 0 0.0 % — —

Tel-Twelve
402,686 316,184 78.5 % 3,775,939 11.94
Circuit City, Kmart, Media Play, Office Depot, DSW Shoe Warehouse

West Acres Commons(7)
95,089 91,889 96.6 % 1,146,213 12.47
Farmer Jack (A&P)

West Oaks I
245,867 245,867 100.0 % 1,346,745 5.48
Circuit City, Kmart(5), OfficeMax, Service Merchandise(8), DSW Shoe Warehouse

West Oaks II
167,954 166,154 98.9 % 2,524,510 15.19
Value City Furniture(6), Bed Bath & Beyond(6), Marshall’s, Toys ’R’ Us(1), Kids ’R’ Us(1), Kohl’s Department Store(1), Joann etc.

Total/ Weighted Average
4,120,474 3,704,945 89.9 % $ 29,765,212 $ 8.03

New Jersey

Chester Springs
224,138 224,138 100.0 % $ 2,818,408 $ 12.57
Shop-Rite Supermarket, Staples

Total/ Weighted Average
224,138 224,138 100.0 % $ 2,818,408 $ 12.57

North Carolina

Holly Springs Plaza
155,584 155,584 100.0 % $ 852,255 $ 5.48
Ingles Market, Wal-Mart

Ridgeview Crossing
211,524 209,724 99.1 % 1,165,901 5.56
Belk Department Store, Ingles Market, Wal- Mart

Total/ Weighted Average
367,108 365,308 99.5 % $ 2,018,156 $ 5.52

Ohio

Crossroads Centre
450,505 450,505 100.0 % $ 3,284,210 $ 7.29
Home Depot, Target, Giant Eagle, Michael’s Linens ’n Things

OfficeMax Center
22,930 22,930 100.0 % 254,523 11.10
OfficeMax

Spring Meadows Place
189,716 151,332 79.8 % 1,764,533 11.66
Dick’s Sporting Goods(6), Media Play(6), Kroger(1), Target(1), TJ Maxx, OfficeMax

Troy Towne Center
150,263 150,263 100.0 % 1,015,073 6.76
Sears Hardware, Wal- Mart(1), Kohl’s

Total/ Weighted Average
813,414 775,030 95.3 % $ 6,318,339 $ 8.15

South Carolina

Edgewood Square
228,204 220,829 96.8 % $ 1,303,313 $ 5.90
Bi-Lo Grocery, Goody’s Family Clothing, Wal- Mart

Taylors Square
135,224 135,224 100.0 % 727,200 5.38
Wal-Mart

Total/ Weighted Average
363,428 356,053 98.0 % $ 2,030,513 $ 5.70

Tennessee

Cumberland Gallery
98,155 94,555 96.3 % $ 449,962 $ 4.76
Ingles Market, Wal-Mart

Highland Square
168,746 163,046 96.6 % 835,280 5.12
Kroger, Wal- Mart(4)

Northwest Crossing
250,232 172,232 68.8 % 1,135,401 6.59
Wal-Mart

Northwest Crossing II
23,500 23,500 100.0 % 28,776 1.22
OfficeMax

Stonegate Plaza
138,490 135,042 97.5 % 673,784 4.99
Food Lion Grocery, Wal- Mart(5)

Tellico Plaza
114,192 111,247 97.4 % 596,293 5.36
Bi-Lo Grocery, Wal-Mart(4)

Total/ Weighted Average
793,315 699,622 88.2 % $ 3,719,496 $ 5.32

Virginia

Aquia Towne Center
240,042 227,917 94.9 % $ 2,485,408 $ 10.90
Super Valu, Big Lots, Northrop Grumman

Total/ Weighted Average
240,042 227,917 94.9 % $ 2,485,408 $ 10.90

Year Constructed/

Acquired/Year of Number

Latest Renovation of

Property Location or Expansion(3) Units

Wisconsin

East Town Plaza
Madison, WI 1992/2002/2000 17

West Allis Towne Centre
West Allis, WI 1987/1996/ NA 29

Total/ Weighted Average
46

PORTFOLIO TOTAL/ WEIGHTED AVERAGE
1084

[Additional columns below]

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

Annualized Base

Rent

Company Owned GLA Per

Square

Property Total Leased Occupancy Total Foot Anchors(9)

Wisconsin

East Town Plaza
208,959 200,759 96.1 % $ 1,762,997 $ 8.78
Burlington, Marshalls, JoAnn, Borders, Toys ’R’ Us(1), Shopco(1)

West Allis Towne Centre
329,454 245,454 74.5 % 1,834,884 7.48
Kmart, Kohl’s Supermarket (A&P)(5)

Total/ Weighted Average
538,413 446,213 82.9 % $ 3,597,881 $ 8.06

PORTFOLIO TOTAL/ WEIGHTED AVERAGE
10,005,502 9,058,853 90.5 % $ 70,952,318 $ 7.83


(1)	Anchor-owned store
(2)	50% general partner interest
(3)	Represents year constructed/acquired/year of latest renovation or expansion by either the Company or the former Ramco Group, as applicable.
(4)	Wal-Mart currently is not occupying its leased premises in this shopping center but remains obligated to pay under the terms of the respective lease agreement. The space leased by Wal-Mart has been subleased to third parties.
(5)	Tenant closed — lease obligated
(6)	Owned by others
(7)	40% joint venture interest
(8)	The tenant has vacated the space but is still obligated to pay rent. The space is currently subleased to a third party.
(9)	We define anchor tenants as single tenants which lease 19,000 square feet or more at a property.
(10)	Anchor owned expansion

Tenant Information

The following table sets forth, as of December 31, 2002, 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		13	$	5,289,204		7.4%		1,227,126		12.2%
Kmart		7		3,207,406		4.5%		712,032		7.1%
A&P/Farmer Jack		5		2,405,664		3.4%		252,280		2.5%
Publix		6		2,251,829		3.1%		286,877		2.9%
Circuit City		3		1,469,481		2.1%		117,325		1.2%
Jo-Ann Fabric		6		1,457,457		2.1%		153,758		1.5%
Kohls		4		1,455,855		2.1%		274,084		2.7%
TJ Maxx/Marshalls		7		1,434,792		2.0%		199,406		2.0%


(1)	“Annualized Base Rental Revenue” is equal to December 2002 base rental revenue multiplied by 12.

Approximately 367,000 square feet of GLA at five 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 five Wal-Mart properties expire between 2006 and 2009. Wal-Mart has entered into various subleases, with sub-tenants currently occupying approximately 154,000 of the 367,000 square feet of GLA.

Kmart Corporation filed for Chapter 11 bankruptcy protection during January 2002. Kmart is our second largest tenant (based on the percentage of our total annualized base rent) and leases seven locations with a total annualized base rent at December 31, 2002 of approximately $3.2 million. On March 8, 2002, Kmart announced its intention to close 284 stores, including three stores leased from us. On June 30, 2002, we entered into a termination agreement for one of the locations for redevelopment purposes. Designation rights for the other two locations were purchased by a third party. Of those two, one has been assumed and assigned to Burlington Coat Factory without impact to monetary lease obligations and the other will expire on its own terms in April 2003. On January 14, 2003, Kmart announced its intention to close an additional 326 stores, including one store leased from us at our Tel-Twelve shopping center. Kmart will continue to be lease obligated for this location unless Kmart rejects the lease as part of its bankruptcy proceedings. If the Tel-Twelve lease is rejected, the collectibility of the straight line rent receivable in the amount of $2.9 million is unlikely, and could result in an adverse effect on future results of operations.

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, 2002:


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

Anchor		$	38,432,821		54.2	%		6,370,682		63.7	%
Retail (non-anchor)			32,519,497		45.8	%		2,688,171		26.9	%
Available			—		—			946,649		9.4	%

	Total	$	70,952,318		100.0	%		10,005,502		100.0	%


(1)	“Annualized Base Rental Revenue” is equal to December 2002 base rental revenue multiplied by 12.

The following table sets forth as of December 31, 2002, 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		$	46,410,394		65.4	%		6,360,550		70.2	%
Local			14,553,605		20.5	%		1,253,175		13.8	%
Regional			9,988,319		14.1	%		1,445,128		16.0	%

	Total	$	70,952,318		100.0	%		9,058,853		100.0	%


(1)	“Annualized Base Rental Revenue” is equal to December 2002 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		12/31/02			Owned GLA		Represented
Lease	Leases		12/31/02 Under		12/31/02 Under		Represented by			Expiring		by Expiring
Expiration	Expiring		Expiring Leases		Expiring Leases(1)		Expiring Leases			(in square feet)		Leases

2003		193	$	10.95	$	6,375,449		9.0	%		582,424		6.4	%
2004		157	$	8.56	$	6,930,528		9.8	%		810,036		8.9	%
2005		160	$	9.29	$	7,430,495		10.5	%		799,895		8.8	%
2006		141	$	9.57	$	7,182,673		10.1	%		750,367		8.3	%
2007		104	$	8.97	$	5,104,975		7.2	%		569,359		6.3	%


(1)	“Annualized Base Rental Revenue” is equal to December 2002 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 2002, no matters were submitted for a vote of our shareholders.

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 19, 2003, the last reported sales price of the Shares on the NYSE was $21.65.

The following table shows high and low closing prices per share for each quarter in 2001 and 2002.



	Share Price

Quarter Ended	High		Low

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
March 31, 2002	$	18.30	$	16.15
June 30, 2002		20.85		17.64
September 30, 2002		20.50		17.49
December 31, 2002		20.06		16.91

Holders — The number of holders of record of the Common Shares was 2,092 as of March 19, 2003.

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, 2002 and 2001, are summarized as follows.

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

We declared the following cash distributions per share to common shareholders for the year ended December 31, 2002:


	Dividend
Record Date	Distribution		Payment Date

March 31, 2002	$	.42		April 16, 2002
June 30, 2002	$	.42		July 16, 2002
September 30, 2002	$	.42		October 15, 2002
December 31, 2002	$	.42		January 21, 2003

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.


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,

		2002		2001		2000			1999		1998

Operating Data (in thousands, except per share amounts):
Total revenue		$	91,223	$	89,502	$	87,131		$	82,944	$	76,755
Operating income			10,474		12,275		12,977			14,999		12,413
Gain on sale of real estate			—		5,550		3,795			974		—
Income from continuing operations			8,646		13,138		12,315			11,140		11,743
Discontinued operations, net of minority interest(1)
	Gain on sale of property		2,164		—		—			—		—
	Income from operations		196		725		705			699		670
Income before cumulative effect of change in accounting principle			11,006		13,863		13,020			11,839		8,658
Cumulative effect of change in accounting principle(2)			—		—		(1,264	)		—		—
Net income			11,006		13,863		11,756			11,839		8,658
Preferred share dividends			1,151		3,360		3,360			3,407		1,614
Gain on redemption of preferred shares			2,425		—		—			—		—
Net income available to common Shareholders			12,280		10,503		8,396			8,432		7,044
Per Common Share Data:
Earnings per share from continuing Operations
	Basic	$	0.94	$	1.38	$	1.25		$	1.17	$	0.99
	Diluted		0.93		1.37		1.25			1.17		0.98
Earnings per share after cumulative effect of change in accounting principle:
	Basic	$	1.17	$	1.48	$	1.17		$	1.17	$	0.99
	Diluted		1.16		1.47		1.17			1.17		0.98
Cash dividends declared per common share		$	1.68	$	1.68	$	1.68		$	1.68	$	1.68
Distributions to common shareholders		$	16,249	$	11,942	$	12,091		$	12,126	$	11,970
Weighted average shares outstanding:
	Basic		10,529		7,105		7,186			7,218		7,133
	Diluted		10,628		7,125		7,187			7,218		7,165
Balance Sheet Data:
Cash and cash equivalents		$	9,974	$	5,542	$	2,939		$	5,744	$	4,550
Accounts receivable, net			21,425		17,627		15,954			12,791		9,864
Investment in real estate (before accumulated depreciation)			707,092		557,349		557,995			542,955		535,980
Total assets			697,842		552,729		560,284			550,506		544,404
Mortgages and notes payable			423,248		347,275		354,008			337,552		328,248
Total liabilities			450,253		371,167		374,439			358,662		348,727
Minority interest			46,586		48,157		47,301			48,396		48,535
Shareholders equity			201,003		133,405		138,544			143,448		147,142



	Year Ended December 31,

	2002			2001			2000			1999			1998

Other Data:
Funds from operations — diluted(3)	$	29,180		$	31,607		$	30,126		$	28,868		$	24,330
Cash provided by operating activities		18,547			24,556			17,126			23,954			16,794
Cash used in by investing activities		(80,406	)		5,774			(12,779	)		(10,703	)		(38,280	)
Cash provided by financing activities		64,300			(27,727	)		(7,152	)		(12,057	)		21,003
Number of properties		59			57			56			54			54
Company owned GLA (in thousands)		10,006			9,789			10,043			9,213			9,029
Occupancy rate		90.5	%		95.5	%		93.7	%		93.0	%		93.1	%


(1)	As described more fully in the consolidated financial statements, during 2001, we sold two shopping centers and four parcels of land. During 2002, we sold Hickory Corners shopping center and accounted for the transaction as discontinued operations, in accordance with Statement of Financial Accounting Standards No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”, which we adopted on January 1, 2002. In accordance with this pronouncement, long-lived assets that were sold subsequent to December 31, 2001 have been classified as discontinued operations for all periods presented.

(2)	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 15 in the accompanying financial statements.

(3)	We have adopted the most recent National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO, which was amended effective April 2002. 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 incurred, the calculations of FFO 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.

Critical Accounting Policies

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

Bad debt expense amounted to $211,000, $735,000 and $330,000 for the three years ended December 31, 2002, 2001 and 2000, 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 $2.8 million, $2.1 million and $3.4 million for the years ended December 31, 2002, 2001 and 2000, respectively. Accounts receivable include unbilled straight-line rent receivables of $12.8 million at December 31, 2002 and $10.6 million at December 31, 2001. Straight line rent receivable at December 31, 2002, includes approximately $3.3 million due from Kmart Corporation.

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 would be 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, 2002, 2001 and 2000, none of our assets was considered impaired.

In 2002 we substantially completed the first phase redevelopment of our Tel-Twelve shopping center from an enclosed regional mall to an open-air center for a total cost of approximately $19.5 million In connection with the redevelopment, we demolished approximately 20% of the Gross Leasable Area (139,000 square feet) of the shopping center. An expanded 25,000 square foot DSW Shoe Warehouse and two 13,000 square foot multi-tenant retail outlot buildings were completed and opened during 2002. Lowe’s Home Improvement opened a 165,000 square foot building in February 2003.

Proposed development and acquisition costs amounted to $1.4 million at December 31, 2002 and $3.6 million at December 31, 2001.

We are required to make subjective assessments as to whether there are impairments in the value of other assets. These assessments have a direct impact on our consolidated financial statements if events or changes in circumstances indicate that the carrying amount of these assets might not be recoverable.

Off Balance Sheet Arrangements — We have five off balance sheet investments in which we have a 50.0% or less ownership interest. We provide leasing, development and property management services to the joint ventures. These investments are accounted for under the equity method. In our judgment, we do not have the level of control of these joint ventures to include the entities as consolidated subsidiaries.

Result of Operations

Comparison of Year Ended December 31, 2002 to Year Ended December 31, 2001

Revenues

Total revenue increased 1.9% or $1.7 million to $91.2 million for the year ended December 31, 2002 as compared to $89.5 million for the year ended December 31, 2001. Of the $1.7 million increase, $1.1 million was the result of increased minimum rents.

For purposes of comparison between the years ended December 31, 2002 and 2001, “Same Center” refers to the shopping center properties owned as of January 1, 2001. We made three acquisitions during the year ended December 31, 2002, and we acquired the joint venture partners’ interest in four shopping centers, previously reported on the equity method. These seven properties are included in “Acquisitions” in the following discussion. Dispositions include the sale of White Lake MarketPlace and Athens Town Center that occurred in 2001. The results of operations for these two properties have been included as dispositions in the following tables.

Minimum rents increased 1.9%, or $1.1 million for the year ended December 31, 2002.



	Increase (Decrease)

	Amount
	(millions)			Percentage

Same Center	$	(3.8	)		(6.3	)%
Acquisitions		5.2			8.7
Dispositions		(0.3	)		(0.5	)

	$	1.1			1.9	%

The decrease in same center minimum rents is principally attributable to the redevelopment during 2002 of our Tel-Twelve shopping center from an enclosed regional mall to an open-air center and the redevelopment of the Shoppes of Lakeland. In addition, our occupancy rate for our centers decreased to 90.5% at December 31, 2002 from 95.5% at December 31, 2001. The decrease in the occupancy rate is attributable to the increase in the number of retail companies filing for bankruptcy protection during 2001 and 2002. As a result of these bankruptcies, some national retail tenants closed stores at several of our locations. We have recently gained control of a few of these locations and we are currently negotiating with potential tenants to lease the space.

Recoveries from tenants increased 9.5%, or $2.2 million for the year ended December 31, 2002. The increase in recoveries from tenants at same centers is primarily the result of general increases in real estate tax recoveries during 2002. The overall recovery ratio was 96.1% for the year ended December 31, 2002, compared to 95.3% for the year ended December 31, 2001. The following two tables include recovery revenue and related expenses that comprise the recovery ratio.

The net increase in recoveries from tenants is comprised of the following:



	Increase (Decrease)

	Amount
	(millions)			Percentage

Same Center	$	0.4			1.9	%
Acquisitions		1.9			8.3
Dispositions		(0.1	)		(0.7	)

	$	2.2			9.5	%

Recoverable operating expenses, including real estate taxes, is a component of our recovery ratio. These expenses increased 8.6%, or $2.1 million for the year ended December 31, 2002.



	Increase (Decrease)

	Amount
	(millions)			Percentage

Same Center	$	0.4			1.5	%
Acquisitions		1.8			7.7
Dispositions		(0.1	)		(0.6	)

	$	2.1			8.6	%

For the year ended December 31, 2002, percentage rents decreased $372,000 to $1.1 million, as compared to $1.4 million for the twelve months ended December 31, 2001. 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. Fees and management income decreased $958,000, or 38.6%, to $1.5 million in 2002 from $2.5 million for 2001. The decrease was primarily the result of lower development and acquisition fees in 2002 when compared to 2001.

Expenses

Total expenses increased 4.6%, or $3.5 million, for the year ended December 31, 2002. Real estate taxes and recoverable operating expenses increased $2.1 million, depreciation and amortization increased $820,000 and general and administrative expenses increased $496,000.

Depreciation and amortization expense increased $820,000 or 4.9% for the year ended December 31, 2002. The increase is primarily due to acquisitions made during 2002.

General and administrative expenses were $8.8 million and represented 9.7% of total revenue for the year ended December 31, 2002, as compared to $8.3 million and 9.2% of total revenue for the same period in 2001. The increase is attributable to $1.2 million expense related to Michigan Single Business Tax for the years ended December 31, 2001, 2000 and 1999. In 1995, the State of Michigan changed the method of computing the capital acquisition deduction for multi-state taxpayers. The change in the law has been vigorously challenged in the courts by a number of taxpayers. In January 2003, we were informed that the Michigan Supreme Court elected not to review the appellate courts decision that overturned a favorable lower court ruling in favor of a taxpayer. Since we previously paid the additional tax for the above-mentioned years and filed a protective claim requesting a refund, we recorded a receivable from the State of Michigan. As a result of the Michigan Supreme Court’s decision not to hear the case, we reversed the receivable and recognized an expense in 2002.

Interest expense increased 0.4%, or $97,000, for the year ended December 31, 2002. The summary below identifies the increase by its various components (dollars in thousands).


							Increase
	2002			2001			(Decrease)

Average loan balance	$	376,049		$	339,580		$	36,469
Average rate		7.1	%		7.7	%		(0.6	)%
Total interest	$	26,577		$	26,025		$	552
Amortization of loan fees		968			554			414
Capitalized interest and other		(1,116	)		(247	)		(869	)

	$	26,429		$	26,332		$	97

Income from discontinued operations, which consists of operating income for Hickory Corners shopping center, decreased $530,000, or 73.0% when compared to the year ended December 31, 2001. This center was sold on April 10, 2002, and therefore, only three months of operating income was included in 2002, compared to twelve months of operating income included in the year ended December 31, 2001. The sale of Hickory Corners resulted in a gain on sale of property of approximately $2.2 million, net of minority interest.

During the year ended December 31, 2001, we completed $29.0 million in asset sales and recognized net gains of $5.6 million. The sales of properties included White Lake MarketPlace and Athens Town Center, as well as the sales of four parcels of land. For sales entered into prior to January 1, 2002, the sales of properties are not accounted for as discontinued operations.

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

Total revenue increased 2.7% or $2.4 million to $89.5 million for the year ended December 31, 2001 as compared to $87.1 million for the year ended December 31, 2000.

For purposes of comparison between the years ended December 31, 2001 and 2000, “Same Center” refers to the shopping center properties owned as of January 1, 2000. Dispositions include the sale of White Lake MarketPlace and Athens Town Center that occurred in 2001. The results of operations for these two properties have been included as dispositions in the following tables.

Minimum rents increased 1.2%, or $722,000 for the year ended December 31, 2001. The sale of two properties in 2001 resulted in a reduction of $2.5 million in minimum rents offset by a $3.2 million increase in minimum rents in our portfolio when compared to 2000.



	Increase (Decrease)

	Amount
	(millions)			Percentage

Same Center	$	3.2			5.5	%
Dispositions		(2.5	)		(4.3	)

	$	0.7			1.2	%

Recoveries from tenants decreased 2.6%, or $609,000 for the year ended December 31, 2001. 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 2001. The following two tables include recovery revenue and related expenses that comprise the recovery ratio.

The net decrease in recoveries from tenants is comprised of the following:



	Increase (Decrease)

	Amount
	(millions)			Percentage

Same Center	$	0.6			2.6	%
Dispositions		(1.2	)		(5.2	)

	$	(0.6	)		(2.6	)%

Recoverable operating expenses, including real estate taxes decreased 0.4%, or $107,000 for the year ended December 31, 2001.



	Increase (Decrease)

	Amount
	(millions)			Percentage

Same Center	$	1.0			4.2	%
Dispositions		(1.1	)		(4.6	)

	$	(0.1	)		(0.4	)%

In January 2001, we sold White Lake MarketPlace to Pontiac Mall Limited Partnership for cash of $20.2 million, resulting in a gain on sale of approximately $5.3 million. 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, which we exercised. In prior years this entity was accounted for using the equity method of accounting. Fees and management income earned by Ramco contributed $2.5 million to the increase in revenue for the year ended December 31, 2001.

For the year ended December 31, 2001, percentage rents decreased $303,000 to $1.4 million, as compared to $1.7 million 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.

Total expenses for the year ended December 31, 2001 increased 4.1%, or $3.1 million to $77.2 million, compared to $74.2 million for the year ended December 31, 2000. The increase was due to a $1.8 million increase in depreciation and amortization expense and a $2.8 million increase in general and administrative expenses. The increase was offset by a $107,000 decrease in total recoverable expenses, including real estate taxes and a $1.4 million decrease in interest expense.

Depreciation and amortization expense increased 11.9%, or $1.8 million to $16.8 million in 2001. 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 $299,000 to the increase.

General and administrative expenses were $8.3 million and represented 9.3% of total revenue for the year ended December 31, 2001, as compared to $5.5 million and 6.3% of total revenue for the same period in 2000. The $2.8 million increase is principally attributable to consolidating Ramco in our financial statements in 2001. Fee and management income of $2.5 million 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 5.1%, or $1.4 million for the year ended December 31, 2001. The summary below identifies the increase by its various components (dollars in thousands).


							Increase
	2001			2000			(Decrease)

Average loan balance	$	339,580		$	347,626		$	(8,046	)
Average rate		7.7	%		8.2	%		(0.5	)%
Total interest	$	26,025		$	28,593		$	(2,568	)
Amortization of loan fees		554			374			180
Capitalized interest and other		(247	)		(1,211	)		964

	$	26,332		$	27,756		$	(1,424	)

Earnings from unconsolidated entities increased $615,000 from $198,000 in 2000 to $813,000 for the year ended December 31, 2001. Our share of Rossford Development LLC’s income increased from $24,000 in 2000 to $262,000 in 2001. The two joint ventures we invested in during 2001 contributed $15,000 to the increase. In addition, depreciation and amortization expense arising from our net basis in the unconsolidated entities’ assets decreased by $148,000 from $267,000 in 2000 to $119,000 for the year ended December 31, 2001.

Liquidity and Capital Resources

Our capital structure at December 31, 2002, includes property-specific mortgages, an Unsecured Revolving Credit Facility loan, the Secured Revolving Credit Facility, our Series B Preferred Shares, our Common Shares and a minority interest in the Operating Partnership.

The principal uses of our liquidity and capital resources are for acquisitions, development, redevelopment, including expansion and renovation programs and debt repayment, as well as dividend payments in accordance with REIT requirements. We anticipate that cash on hand, borrowings under our existing credit facility, as well as other debt and equity alternatives, will provide the necessary capital to achieve continued growth.

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



	Year Ended December 31,

	2002			2001			2000

Cash flow provided by operating activities	$	18,547		$	24,556		$	17,126
Cash flow provided by (used in) investing activities		(85,592	)		5,774			(12,779	)
Cash flow provided by (used in) financing activities		71,477			(27,727	)		(7,152	)

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 satisfied the REIT requirement with declared common and preferred share dividends of $23.2 million in 2002, $20.2 million in 2001 and $20.4 million in 2000.

The following are our contractual cash obligations as of December 31, 2002 (dollars in thousands):



				Payments Due by Period

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

Long-term debt		$	423,248	$	66,055	$	225,406	$	62,703	$	69,084
Operating lease			545		363		182		—		—
Unconditional construction cost obligations			642		642		—		—		—

	Total contractual cash obligations	$	424,435	$	67,060	$	225,588	$	62,703	$	69,084

At December 31, 2002, our market capitalization amounted to $749.0 million. Market capitalization consisted of $423.2 million of debt, $25.6 million of Series B Preferred Shares, and $300.2 million of market equity of Common Shares and Operating Partnership Units. Our debt to total market capitalization was 56.5% at December 31, 2002, as compared to 64.2% at December 31, 2001. Our outstanding debt at December 31, 2002, had a weighted average interest rate of 6.7%, and consisted of $335.9 million of fixed rate debt and $87.4 million of variable rate debt.

Effective December 2002, we renewed our Secured Revolving Credit Facility, increasing the maximum available borrowings from $110.0 million to $125.0 million, and we extended the maturity due date to December 2005. At our option, we can increase the available amount of borrowings by $25.0 million to $150.0 million. The interest rate is at LIBOR plus a margin of 150 to 200 basis points, depending on certain of our leverage ratios. 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, 2002, we were in compliance with the covenant terms.

We also amended our unsecured loan in December 2002. We increased our ability to borrow up to $40.0 million, due December 2005. At our option, we can increase the available amount of the Unsecured Revolving Credit Facility borrowings by $10.0 million to $50.0 million. The interest rate is at LIBOR plus a margin of 325 to 375 basis points, depending on certain of our leverage ratios.

Outstanding letters of credit issued under the Credit Facility amounted to $2.0 million at December 31, 2002.

Under terms of various debt agreements, 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 six interest rate swap agreements with an aggregate notional amount of $85.0 million at December 31, 2002. Based on rates in effect at December 31, 2002, the agreements provide for fixed rates ranging from 6.7% to 8.0% (at LIBOR plus 175 basis points) 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, 2002, our variable rate debt accounted for approximately $87.4 million of outstanding debt with a weighted average interest rate of 3.7%. Variable rate debt accounted for approximately 20.7% of our total debt and 11.7% of our total market capitalization.

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, 2002, the pro rata share of non-recourse mortgage debt of these properties held by unconsolidated entities was $20.4 million with a weighted average interest rate of 6.3%.

The mortgage loans (other than our Secured Revolving 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 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. At December 31, 2002, our unconsolidated joint venture entities had $91.5 million of debt outstanding, of which $20.4 million was our proportionate share.

On April 29, 2002, we issued 4.2 million Common Shares of beneficial interest in a public offering. On May 29, 2002, we issued an additional 630,000 Common Shares upon the exercise by the underwriter of their over-allotment option. We received total net proceeds of $77.7 million, based on an offering price of $17.50 per share. The net proceeds from the offering were used to redeem 1.2 million of our Series A Preferred Shares, purchase the equity interest of our joint venture partner in RPT/ INVEST, LLC and pay down amounts outstanding under our Revolving Credit Facility.

As a result of this offering, the remaining 200,000 of our Series A Preferred Shares automatically converted into 286,537 common shares on April 29, 2002.

On November 12, 2002, we issued 1.0 million shares of 9.5% Series B Cumulative Redeemable Preferred Shares. We received total net proceeds of $23.8 million based on an offering price of $25.00 per share. The net proceeds from this offering were used to purchase the equity interest of our joint venture partners in Rossford Development LLC and in East Town Plaza shopping center. A portion of the proceeds from this offering were used to purchase the fee interest in a parcel of property adjacent to our Naples, Florida shopping center.

At December 31, 2002, the minority interest in the Operating Partnership represented a 19.3% ownership in the Operating Partnership which may, under certain conditions, be exchanged for 2,931,062 Common Shares. As of December 31, 2002, 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 15,199,153 of our common shares outstanding at December 31, 2002, with a market value of approximately $300.2 million at December 31, 2002 (based on the closing price of $19.75 per share on December 31, 2002).

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.

We anticipate that the combination of the availability under the Secured Revolving Credit Facility, the Unsecured Revolving 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

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.

Sensitivity Analysis

We are exposured to interest rate risk on our variable rate debt obligations. We are not subject to any foreign currency exchange rate risk or commodity price risk, or other material market rate or price risks. Based on our debt and interest rates and the interest rate swap agreements in effect at December 31, 2002, a 100 basis point change in interest rates would affect our earnings and cash flows by approximately $774,000.

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. Kmart Corporation filed for Chapter 11 bankruptcy protection during January 2002. Kmart is our second largest tenant (based on the percentage of our total annualized base rent) and leases seven locations with a total annualized base rent at December 31, 2002 of approximately $3.2 million. On March 8, 2002, Kmart announced its intention to close 284 stores, including three stores leased from us. On June 30, 2002, we entered into a termination agreement for one of the locations for redevelopment purposes. Designation rights for the other two locations were purchased by a third party. Of those two, one has been assumed and assigned to Burlington Coat Factory without impact of monetary lease obligations and the other will expire on its own terms in April 2003. On January 14, 2003, Kmart announced its intention to close an additional 326 stores, including one store leased from us at our Tel-Twelve shopping center. Kmart will continue to be lease obligated for this location unless Kmart rejects the lease as part of its bankruptcy proceedings. If the Tel-Twelve lease is rejected, the collectibility of straight line rent receivable in the amount of $2.9 million is unlikely, and could result in an adverse effect on future results of operations.

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, 2002, we received 7.5% of our annualized rent from Wal-Mart Stores, Inc. and 4.5% from Kmart Corporation. Six 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, 1998 and 1999.

Based on the second of two examination reports issued by the IRS, we could be liable for up to $58.8 million in combined taxes, penalties and interest through March 31, 2003. 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 $61.1 million as of March 31, 2003.

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).

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, 2002, 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, 2002, Atlantic had net assets on September 30, 2002, of approximately $62.3 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, 1998 and 1999. 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.

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 April 2002. 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 as 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 calculations of FFO (in thousands)



			Years Ended December 31,

			2002			2001			2000

Net income available to common shareholders			$	12,280		$	10,503		$	8,396
Add:
	Depreciation and amortization expense			17,969			17,148			15,584
	Cumulative effect of change in accounting principle			—			—			1,264
	Minority interest in partnership:
		Continuing operations		2,618			5,500			4,655
		Discontinued operations		74			303			287
Less:
	Discontinued operations, gain on sale of property, net of minority interest			(2,164	)		—			—
	Gain on redemption of preferred shares			(2,425	)		—			—
	Gain on sale of real estate(1)			—			(5,207	)		(3,420	)

Funds from Operations — basic				28,352			28,247			26,766
Add: Convertible preferred share dividends(2)				828			3,360			3,360

Funds from Operations — diluted			$	29,180		$	31,607		$	30,126

Basic Weighted Average Shares Outstanding(3)				13,468			10,050			10,131
Convertible Preferred Shares & Options				891			2,020			2,001

Diluted Weighted Average Shares Outstanding				14,359			12,070			12,132

Supplemental disclosure:
	Straight-Line rental income		$	2,848		$	2,135		$	3,383

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


(1)	Excludes gain on sale of undepreciated land of $343 in 2001 and $375 in 2000.

(2)	Series B preferred shares are not convertible into common shares. Therefore they are excluded from the calculation.

(3)	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 in 2001 and 2000, and the Common Shares issuable under the treasury stock method upon exercise of stock options.

Capital Expenditures

During 2002, we spent approximately $4,280 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 $27,704. Revenue neutral capital expenditures, such as roof and parking lot repairs which are anticipated to be recovered from tenants, amounted to approximately $180.

Inflation

Substantially all of our long-term leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions include clauses enabling us to receive percentage rent based on tenants’ gross sales, which usually increase as prices rise, and/or, in certain cases, escalation clauses, which generally increase rental rates during the term of the leases. A substantial number of our leases require the tenants to pay their

maintenance, real estate taxes, maintenance and utilities, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation.

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 and the separate allocation of purchase price to intangible assets, including leases, if specific criteria are met. The provisions of this SFAS are required 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. The adoption of SFAS 141 did not have a material impact on our consolidated financial statements, but it may have an impact in future years.

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 requires the use of significant judgment to determine how to measure the fair value of intangible assets. Effective January 1, 2002, we adopted SFAS 142. The adoption of this statement did not have a material impact on our consolidated financial statements.

Effective January 1, 2002, we adopted Statement of Financial Accounting Standard No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”). This statement supersedes SFAS No. 121, “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 requires us to account for the sale of shopping centers as discontinued operations and not as part of our ongoing operations. The adoption of SFAS 144 resulted in reporting the operating results of a shopping center and the gain on sale of a shopping center in discontinued operations for all periods presented in the consolidated statements of income. Using our best estimates based on reasonable and supportable assumptions and projections, we review for impairment such long-lives assets whenever events or changes in circumstances indicate that the carrying amount of these assets might not be recoverable and no material impairment occurred since we adopted this pronouncement.

In April 2002, the FASB issued Statement of Financial Accounting Standard No. 145 “Rescission of FASB Statement No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections” which eliminates the requirement to report gains and losses from extinguishment of debt as extraordinary unless they meet the criteria of APB Opinion 30. This Statement also amends other existing pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. This Statement is effective for the year ending December 31, 2003. We do not expect this pronouncement to have a material impact on our consolidated financial statements.

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS 146”) which improves financial accounting and reporting for costs associated with exit or disposal activities. SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. SFAS 146 also establishes that fair value is the objective for initial measurement of the liability. This statement is effective for years beginning after December 31, 2002. We do not expect the provisions of SFAS 146 to have a material impact on our consolidated financial statements.

method of accounting for stock-based compensation from the intrinsic value method to the fair value method. However, we adopted the disclosure provisions of SFAS 148 as of December 31, 2002. The adoption expanded our disclosure of stock-based compensation, but did not impact our consolidated financial statements.

In November 2002, the FASB issued FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” (“Interpretation 45”). This interpretation expands the disclosure to be made by a guarantor in its financial statements about its obligations under certain guarantees that it has issued. Interpretation 45 also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for its fair value of the obligation undertaken in issuing the guarantee. Interpretation 45 is effective for guarantees issued or modified after December 31, 2002. We do not expect the provisions of Interpretation 45 will have a material impact on our consolidated financial statements.

In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities.” The objective of this Interpretation is to provide guidance on how to identify a variable interest entity (“VIE”) and determine when the assets, liabilities, non-controlling interests, and results of operations of a VIE need to be included in a company’s consolidated financial statements. A company that holds variable interests in an entity will need to consolidate the entity if the company’s interest in the VIE is such that the company will absorb a majority of the VIE’s expected losses and/or receive a majority of the entity’s expected residual returns, if they occur. FIN 46 also requires additional disclosure by primary beneficiaries and other significant variable interest holders. The disclosure provisions of this Interpretation become effective upon issuance. The consolidated requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003 and in the fiscal year or interim period beginning after June 15, 2003 to existing variable interest entities.

We are currently in the process of evaluating all of our joint venture relationships which are described in Note 9 in order to determine whether the entities are variable interest entities and whether we are considered to be the primary beneficiary or whether we hold a significant variable interest.

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” and “Sensitivity Analysis‘.

Item 8. Financial Statements and Supplementary Data.

RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS

The following consolidated financial statements of Ramco-Gershenson Properties Trust were prepared by management, which is responsible for their integrity and objectivity. The statements have been prepared in conformity with accounting principles generally accepted in the United States of America and, as such, include amounts based on the judgment of management.

Management is further responsible for maintaining internal control designed to provide reasonable assurance that the books and records reflect the transactions of Ramco-Gershenson Properties Trust and that established policies and procedures are carefully followed. From a shareholder’s point of view, perhaps the most important feature in a strong program of internal control is that it is continually reviewed for effectiveness and is augmented by written policies and guidelines, including the careful selection and training of qualified personnel.

Deloitte & Touche LLP, an independent audit firm, is engaged to audit the consolidated financial statements of Ramco-Gershenson Properties Trust and issue reports thereon. The audit is conducted in accordance with auditing standards generally accepted in the United States of America that comprehend the consideration of internal control and tests of transactions to the extent necessary to form an independent opinion on the consolidated financial statements prepared by management. The independent auditors’ report follows this report.

The Board of Trustees, through the Audit Committee (composed entirely of independent Trustees) is responsible for assuring that management fulfills its responsibilities in preparation of the consolidated financial statements. The Audit Committee selects the independent auditors (subject to shareholder ratification) and reviews the scope of the audits and the accounting principles being applied in financial reporting. The independent auditors and representatives of management meet regularly (separately and jointly) with the Audit Committee to review the activities of each, to ensure that each is properly discharging its responsibilities, to review any significant findings or recommendations, and to assess the effectiveness of internal controls. Each quarter, the Audit Committee meets with management and privately with the independent auditors in advance of the public release of operating results, and filing of annual and quarterly reports with the Securities and Exchange Commission. It is management’s conclusion that internal controls at December 31, 2002 provide reasonable assurance that the books and records reflect the transactions of Ramco-Gershenson Properties Trust and that the businesses comply with established policies and procedures. To ensure complete independence, Deloitte & Touche LLP has full and free access to meet with the Audit Committee, without management representatives present, to discuss the results of the audit, the adequacy of internal control, and the quality of financial reporting.


		/s/ Dennis E. Gershenson		/s/ Richard J. Smith

		Dennis E. Gershenson President and Chief Executive Officer		Richard J. Smith Chief Financial Officer


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 12, 2003.

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, 2003. 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.

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 12, 2003.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Item 13. Certain Relationships and Related Transactions

this Annual Report on Form 10-K with respect to our annual meeting of shareholders to be held on June 12, 2003.

Item 14. Controls and Procedures

Our principal executive officer and principal financial officer have within 90 days of the filing of this annual report, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended) and have determined that such disclosure controls and procedures are adequate. There have been no significant changes in our internal controls or in other factors that could significantly affect our internal controls since the date of evaluation. We do not believe any significant deficiencies or material weaknesses exist in our internal controls. Accordingly, no corrective actions have been taken.

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

15(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, 2002 and 2001			F-2
Statements of Income and Comprehensive Income for the years ended December 31, 2002, 2001 and 2000			F-3
Statements of Shareholders’ Equity for the years ended December 31, 2002, 2001 and 2000			F-4
Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000			F-5
Notes to Financial Statements			F-6

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


Schedule II — Valuation and Qualifying Accounts			F-29

(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			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).
	10.30			Employment Agreement, dated as of April 16, 2001, between the Company and Joel Gershenson.
	10.31			Employment Agreement, dated as of April 16, 2001, between the Company and Michael A. Ward.
	10.32			Employment Agreement, dated as of April 16, 2001, between the Company and Bruce Gershenson.
	10.33			Mortgage dated April 23, 2001 between Ramco Madison Center LLC and LaSalle Bank National Association relating to a $10,340,000 loan.
	10.34			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.
	10.35			Limited Liability Company Agreement of Ramco/ West Acres LLC.
	10.36			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.
	10.37			Limited Liability Company Agreement of Ramco/ Shenandoah LLC., Incorporated by reference to Exhibit 10.41 to the Company’s on Form 10-K for the year ended December 31, 2001.


10.38		Mortgage and Security Agreement, dated April 17, 2002 in the Principal amount of $13,000,000 between Ramco-Gershenson Properties, L.P. and Nationwide Life Insurance Company, incorporated by reference to Exhibit 10.43 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002.
10.39		Assumption and Modification Agreement of a secured note dated May 16, 2002 between Phoenix Life Insurance Company, Horizon Village Associates and Ramco-Gershenson Properties, L.P. in the amount of $6,840,672, incorporated by reference to Exhibit 10.44 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002.
10.40		Mortgage dated June 4, 2002 between Ramco and KeyBank relating to a $10,273,000 loan, incorporated by reference to Exhibit 10.45 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002.
10.41		Promissory Note dated June 4, 2002 between Ramco/ Coral Creek, LLC and KeyBank National Association relating to a $10,272,000 loan, incorporated by reference to Exhibit 10.46 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002.
10.42		Purchase and Sale Agreement, dated May 21, 2002 between Ramco-Gershenson Properties, L.P. and Shop Invest, LLC, incorporated by reference to Exhibit 10.47 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002.
10.43		Computation of ratio of earnings to fixed charges and preferred dividends for the six months ended June 30, 2002, incorporated by Current Report on Form 8-K (filed with SEC on November 1, 2002).
10.44		Revised Financial statements and management’s discussion and analysis for 2001 on the basis of accounting for the sale of Hickory Corners shopping center on April 11, 2002, as income from discontinued operations, incorporated by Current Report on Form 8-K (filed with SEC on November 5, 2002).
10.45		Various exhibits related to the issuance of Series B 9.5% Cumulative Redeemable Preferred Shares of Beneficial Interest, incorporated by Current Report on Form 8-K (filed with SEC on November 12, 2002).
10.46	*	Mortgage, Assignment of Leases and Rent, Security Agreement and Fixture Filing by Ramco/ Crossroads at Royal Palm, LLC, as Mortgagor For the benefit of Solomon Brothers Realty Corp., as Mortgagee, for A $12,300,000 note.
10.47	*	Fixed rate note dated July 12, 2002 made by Ramco/ Crossroads at Royal Palm, LLC, as Maker, and Solomon Brothers Realty Corp., as payee in the amount of $12,300,000.
10.48	*	Fourth Amended and Restated Master Revolving Credit Agreement Dated December 30, 2002 among Ramco-Gershenson Properties, L.P., as the borrower, Ramco-Gershenson Properties Trust, as Guarantor and Fleet National Bank and the Banks which may become parties to the loan agreement, and Fleet National Bank, as Agent.
10.49	*	Form of Fourth Amended and Restated Note dated December 30, 2002 made by Ramco-Gershenson Properties, L.P., as Maker, in connection with the Operating Partnership’s $125,000,000 borrowing agreement.
10.50	*	Second Amended and Restated Unsecured Term Loan Agreement dated December 30, 2002 among Ramco-Gershenson Properties, L.P., as the Borrower, Ramco-Gershenson Properties, L.P., as Guarantor, and Fleet National Bank and other Banks which may become a party to this loan agreement, and Fleet National Bank, as Agent.
10.51	*	Form of Amended and Restated Note, dated December 30, 2002, made by Ramco-Gershenson Properties, L.P., as Borrower, in connection with borrowing agreement under Unsecured Term Loan Agreement.
12.1*		Computation of Ratio of Earnings to Combined Fixed Charges And Preferred Stock Dividends.


	21.1*			Subsidiaries
	23.1*			Consent of Deloitte & Touche LLP.
	99.3*			Certification of Dennis E. Gershenson as President and CEO pursuant Section 906 of the Sarbanes-Oxley Act of 2002.
	99.4*			Certification of Richard J. Smith as CFO pursuant Section 906 of the Sarbanes-Oxley Act of 2002.

* 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 24, 2003		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 24 , 2003		By: /s/ JOEL D. GERSHENSON Joel D. Gershenson, Trustee and Chairman

Dated: March 24, 2003		By: /s/ DENNIS E. GERSHENSON Dennis E. Gershenson, Trustee and President (Principal Executive Officer)

Dated: March 24, 2003		By: /s/ STEPHEN R. BLANK Stephen R. Blank, Trustee

Dated: March 24, 2003		By: /s/ ARTHUR H. GOLDBERG Arthur H. Goldberg, Trustee

Dated: March , 2003		By: James Grosfeld, Trustee

Dated: March 24, 2003		By: /s/ ROBERT A. MEISTER Robert A. Meister, Trustee

Dated: March 24, 2003		By: /s/ JOEL M. PASHCOW Joel M. Pashcow, Trustee

Dated: March 24, 2003		By: /s/ MARK K. ROSENFELD Mark K. Rosenfeld, Trustee

Dated: March 24, 2003		By: /s/ RICHARD J. SMITH Richard J. Smith, Chief Financial Officer (Principal Financial and Accounting Officer)

CERTIFICATIONS

Certification of Principal Executive Officer

I, Dennis E. Gershenson, certify that:

1. I have reviewed this annual report on Form 10-K of Ramco-Gershenson Properties Trust;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

      a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

      c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of trustees (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in the annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluations, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ DENNIS E. GERSHENSON

Dennis E. Gershenson

President and Chief Executive Officer

Date: March 24, 2003

CERTIFICATIONS

Certification of Principal Financial Officer

I, Richard J. Smith, certify that:

1. I have reviewed this annual report on Form 10-K of Ramco-Gershenson Properties Trust;

      a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

      b. evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

      c. presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

/s/ RICHARD J. SMITH

Richard J. Smith

Chief Financial Officer

Date: March 24, 2003

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, 2002 and 2001, and the related consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2002. Our audits also included the financial statement schedule listed in the Index at Item 15. These consolidated financial statements and the financial statement 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, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002 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 2002 the Company changed its method of accounting for the impairment and disposal of long-lived assets to conform to Statement of Financial Accounting Standard No. 144. Also, as discussed in Note 3 to the consolidated financial statements, in 2001, the Company changed its method of accounting for derivative instruments and hedging activities to conform to Statement of Financial Accounting Standards No. 133, as amended or interpreted.

Detroit, Michigan

February 13, 2003

F-1

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED BALANCE SHEETS



			December 31,

			2002			2001


			(In thousands, except
			per share amounts)
ASSETS
Investment in real estate, net			$	628,953		$	496,269
Cash and cash equivalents				9,974			5,542
Accounts receivable, net				21,425			17,627
Equity investments in and advances to unconsolidated entities				9,578			7,837
Other assets, net				27,912			25,454

		Total Assets	$	697,842		$	552,729

LIABILITIES AND SHAREHOLDERS’ EQUITY
Mortgages and notes payable			$	423,248		$	347,275
Distributions payable				6,384			5,062
Accounts payable and accrued expenses				20,621			18,830

		Total Liabilities		450,253			371,167
Minority Interest				46,586			48,157
Commitments and Contingencies				—			—
SHAREHOLDERS’ EQUITY
	Preferred Shares, par value $.01, 10,000 shares authorized; 1,400 Series A convertible shares issued and outstanding in 2001, liquidation value of $35,000			—			33,829
	Preferred Shares, par value $.01, 10,000 shares authorized; 1,000 Series B shares issued and outstanding in 2002, none in 2001, liquidation value of $25,000			23,804			—
	Common Shares of Beneficial Interest, par value $.01, 30,000 shares authorized; 12,268 and 7,092 issued and outstanding, respectively			122			71
	Additional paid-in capital			233,648			150,186
	Accumulated other comprehensive loss			(2,930	)		(3,179	)
	Cumulative distributions in excess of net income			(53,641	)		(47,502	)

Total Shareholders’ Equity				201,003			133,405

		Total Liabilities and Shareholders’ Equity	$	697,842		$	552,729

See notes to consolidated financial statements.

F-2

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME



			Years Ended December 31,

			2002			2001			2000


			(In thousands, except
			per share amounts)
REVENUES
	Minimum rents		$	60,878		$	59,756		$	59,034
	Percentage rents			1,070			1,442			1,745
	Recoveries from tenants			25,324			23,119			23,728
	Fees and management income			1,527			2,485			—
	Interest and other income			2,424			2,700			2,624

		Total revenues		91,223			89,502			87,131

EXPENSES
	Real estate taxes			11,987			10,065			9,352
	Recoverable operating expenses			14,378			14,204			15,024
	Depreciation and amortization			17,662			16,842			15,049
	Other operating			1,460			1,447			1,453
	General and administrative			8,833			8,337			5,520
	Interest expense			26,429			26,332			27,756

		Total expenses		80,749			77,227			74,154

Operating income				10,474			12,275			12,977
Earnings from unconsolidated entities				790			813			198

Income from continuing operations before gain on sale of real estate and minority interest				11,264			13,088			13,175
Gain on sale of real estate				—			5,550			3,795
Minority interest				(2,618	)		(5,500	)		(4,655	)

Income from continuing operations				8,646			13,138			12,315
Discontinued operations, net of minority interest:
	Gain on sale of property			2,164			—			—
	Income from operations			196			725			705

Income before cumulative effect of change in accounting principle				11,006			13,863			13,020
Cumulative effect of change in accounting principle				—			—			(1,264	)

Net income				11,006			13,863			11,756
Preferred stock dividends				(1,151	)		(3,360	)		(3,360	)
Gain on redemption of preferred shares				2,425			—			—

Net income available to common shareholders			$	12,280		$	10,503		$	8,396

Basic earnings per share:
	Income from continuing operations		$	0.94		$	1.38		$	1.25
	Income from discontinued operations			0.23			0.10			0.09
	Cumulative effect of change in accounting principle			—			—			(0.17	)

	Net income		$	1.17		$	1.48		$	1.17

Diluted earnings per share:
	Income from continuing operations		$	0.93		$	1.37		$	1.25
	Income from discontinued operations			0.23			0.10			0.09
	Cumulative effect of change in accounting principle			—			—			(0.17	)

	Net income		$	1.16		$	1.47		$	1.17

	Basic weighted average shares outstanding			10,529			7,105			7,186

	Diluted weighted average shares outstanding			10,628			7,125			7,187

Net income			$	11,006		$	13,863		$	11,756
Other comprehensive income (loss):
	Cumulative effect of change in accounting principle			—			(348	)		—
	Unrealized gains (losses) on interest rate swaps			249			(2,831	)		—

Other comprehensive income (loss)				249			(3,179	)		—

Comprehensive income			$	11,255		$	10,684		$	11,756

See notes to consolidated financial statements.

F-3

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY


											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, 2000		$	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
	Net income and comprehensive income											(3,179	)		13,863			10,684

Balance, December 31, 2001			33,829			71			150,186			(3,179	)		(47,502	)		133,405
	Cash distributions declared														(18,419	)		(18,419	)
	Preferred shares dividends declared														(1,151	)		(1,151	)
	Conversion of Operating Partnership Units to common shares								224									224
	Conversion of preferred shares to common shares		(4,833	)		3			4,830									—
	Redemption of Series A Preferred shares		(28,996	)											2,425			(26,571	)
	Issuance of common stock					48			77,650									77,698
	Issuance of Series B Preferred shares		23,804															23,804
	Purchase and retirement of common shares								(42	)								(42	)
	Stock options exercised								800									800
	Net income and comprehensive income											249			11,006			11,255

Balance, December 31, 2002		$	23,804		$	122		$	233,648		$	(2,930	)	$	(53,641	)	$	201,003

See notes to consolidated financial statements.

F-4

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS



				Years Ended December 31,

				2002			2001			2000


				(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income			$	11,006		$	13,863		$	11,756
	Adjustments to reconcile net income to net cash flows provided by operating activities:
		Depreciation and amortization			17,736			17,083			15,274
		Amortization of deferred financing costs			1,208			785			375
		Gain on sale of discontinued operations			(2,164	)		—			—
		Gain on sale of real estate			—			(5,550	)		(3,795	)
		Earnings from unconsolidated entities			(790	)		(813	)		(198	)
		Minority interest, continuing operations			2,618			5,500			4,655
		Minority interest, discontinued operations			74			303			287
		Changes in assets and liabilities that provided (used) cash:
			Accounts receivable		(3,540	)		(1,231	)		(4,089	)
			Other assets		(7,366	)		(4,688	)		(7,421	)
			Accounts payable and accrued expenses		(235	)		(696	)		282

Cash Flows Provided By Operating Activities					18,547			24,556			17,126

CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures and acquisitions				(77,390	)		(21,727	)		(27,332	)
	Acquisition of additional interest in joint venture properties				(14,079	)		—			—
	Advances and notes receivables from unconsolidated entities				72			122			924
	Proceeds from sale of discontinued operations				10,272			—			—
	Proceeds from sales of real estate				—			29,045			5,431
	Distributions received from unconsolidated entities				719			803			302
	Collection of note receivable from unconsolidated entity				—			—			9,326
	Investment in unconsolidated entities				—			(2,469	)		(1,430	)

Cash Flow (Used In) Provided By Investing Activities					(80,406	)		5,774			(12,779	)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Cash distributions to shareholders				(16,249	)		(11,942	)		(12,091	)
	Cash distributions to operating partnership unit holders				(4,937	)		(4,947	)		(4,948	)
	Cash dividends paid on preferred shares				(1,998	)		(3,358	)		(3,374	)
	Redemption of preferred shares				(26,571	)		—			—
	Repayment of Credit Facility				(17,700	)		(4,950	)		(20,120	)
	Repayment of unsecured term loan				(32,125	)		(2,875	)		(20,000	)
	Repayment (borrowings) on construction loan				—			(13,575	)		3,931
	Principal repayments on mortgages payable				(15,761	)		(4,076	)		(5,605	)
	Payment of deferred financing costs				(2,755	)		(205	)		(1,949	)
	Purchase and retirement of common shares				(42	)		(654	)		(1,246	)
	Net proceeds from issuance of common shares				77,698			—			—
	Net proceeds from issuance of preferred shares				23,804			—			—
	Proceeds from mortgages				63,736			13,323			25,000
	Borrowings on Credit Facility				6,400			5,420			33,250
	Borrowings on unsecured term loan				10,000			—			—
	Proceeds from exercise of stock options				800			112			—

Cash Flows Provided By (Used In) Financing Activities					64,300			(27,727	)		(7,152	)

Net Increase in Cash and Cash Equivalents					2,441			2,603			(2,805	)
Cash and Cash Equivalents, Beginning of Year					5,542			2,939			5,744
Effect of purchase of remaining joint venture interests (Note 7)					1,991			—			—

Cash and Cash Equivalents, End of Year				$	9,974		$	5,542		$	2,939

Supplemental Disclosures of Cash Flow Information:
	Cash paid for interest during the year			$	25,018		$	25,110		$	28,905

Supplemental Disclosures of Noncash items:
	Consolidation of Ramco-Gershenson, Inc., net of cash			$	—		$	4,081		$	—
	Increase (Decrease) in fair value of interest rate swaps				249			(2,831	)		—
	Assumed debt of acquired properties and joint ventures				61,086			—			—

See notes to consolidated financial statements.

F-5

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2002, 2001 and 2000

(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, 2002, we had a portfolio of 59 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. Kmart Corporation filed for Chapter 11 bankruptcy protection during January 2002. Kmart is our second largest tenant (based on the percentage of our total annualized base rent) and leases seven locations with a total annualized base rent at December 31, 2002 of approximately $3,207. On March 8, 2002, Kmart announced its intention to close 284 stores, including three stores leased from us. On June 30, 2002, we entered into a termination agreement for one of the locations for redevelopment purposes. Designation rights for the other two locations were purchased by a third party. Of those two, one has been assumed and assigned to Burlington Coat Factory without impact to monetary lease obligations and the other will expire on its own terms in April 2003. On January 14, 2003, Kmart announced its intention to close an additional 326 stores, including one store leased from us at our Tel-Twelve shopping center. Kmart will continue to be lease obligated for this location unless Kmart rejects the lease as part of its bankruptcy proceedings. If the Tel-Twelve lease is rejected, the collectibility of straight line rent receivable in the amount of $2,900 is unlikely, and could result in an adverse effect on future results of operations.

Revenues from our largest tenant, Wal-Mart, amounted to 7.5%, 8.7% and 9.2% of our annualized base rent for the years ended December 31, 2002, 2001 and 2000, 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. (80.7% owned by us at December 31, 2002 and 70.7% at December 31, 2001), 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. Investments in real estate joint ventures for which we have the ability to exercise significant influence over, but we do not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, our share of the earnings of these joint ventures our included in consolidated net income. 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

F-6

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

Straight line rental income was greater than the current amount required to be paid by our tenants by $2,848, $2,135 and $3,383 for the years ended December 31, 2002, 2001 and 2000, respectively.

Cash and Cash Equivalents — We consider all highly liquid investments with an original maturity of three months or less to be 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 Internal Revenue Code) 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 would be 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, 2002, 2001 and 2000, 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.

F-7

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

Stock-Based Compensation — We have two stock-based compensation plans, which are described more fully in Note 17 to the consolidated financial statements. We account for these plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under the two plans had an exercise price equal to the market value of the underlying common shares on the date of grant.

Reclassification — Certain reclassifications have been made to the 2001 financial statements to conform to the 2002 presentation.

3. Recent Accounting Pronouncements

Effective January 1, 2002, we adopted Statement of Financial Accounting Standard No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”). This statement supersedes SFAS No. 121, “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 requires us to account for the sale of shopping centers in discontinued operations and not as part of our ongoing operations. The adoption of SFAS 144 resulted in reporting the operating results of a shopping center and the gain on sale of a shopping center as discontinued operations for all periods presented in the consolidated statements of income. Using our best estimates based on reasonable and supportable assumptions and projections, we review for impairment such long-lives assets whenever events or changes in circumstances indicate that the carrying amount of these assets might not be recoverable and no material impairment occurred since we adopted this pronouncement.

F-8

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In December 2002, the FASB issued Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure” (“SFAS 148”) which amends FASB No. 123, “Accounting for Stock-Based Compensation.” This statement provided alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS 148 also amends the disclosure requirements of Statement No. 123 to require prominent disclosure in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. We elected not to change our method of accounting for stock-based compensation from the intrinsic value method to the fair value method. However, we adopted the disclosure provisions of SFAS 148 as of December 31, 2002. The adoption expanded our disclosure of stock-based compensation, but did not impact our financial position or results of operations.

In November 2002, the FASB issued FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” (“FIN 45”). This interpretation expands the disclosure to be made by a guarantor in its financial statements about its obligations under certain guarantees that it has issued. Interpretation 45 also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for its fair value of the obligation undertaken in issuing the guarantee. FIN 45 is effective for guarantees issued or modified after December 31, 2002. We do not expect the provisions of FIN 45 will have a material impact on our consolidated financial statements.

F-9

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 agreement to purchase the remaining voting common stock of Ramco, which was exercised. Subsequent to December 31, 2000, the assets, liabilities, revenue and expenses of Ramco have been included in the accompanying consolidated financial statements.

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


Revenue		$	89,128
Expenses			76,151

Operating income			12,977

Net income		$	11,756

Net income:
	Basic earnings per share	$	1.17

	Diluted earnings per share	$	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 $12,791 and $10,560 of unbilled straight-line rent receivables at December 31, 2002 and December 31, 2001 respectively. Straight line rent receivable at December 31, 2002 includes approximately $3,289 due from Kmart Corporation. On January 14, 2003, Kmart announced its intention to close an additional 326 stores, including one store leased from us at our Tel-Twelve shopping center. Kmart will continue to be lease obligated for this location unless Kmart rejects the lease as part of its bankruptcy proceedings. If the Tel-Twelve lease is rejected, the collectibility of the straight line rent receivable in the amount of $2,900 is unlikely, and could result in an adverse effect on future results of operations.

We provide for bad debt expense based upon the reserve method of accounting. We continuously monitor the collectibility of our accounts receivable (billed, unbilled and straight-line) from specific tenants, analyze historical bad debts, customer credit worthiness, current economic trends and changes in tenant payment terms when evaluating the adequacy of the allowance for bad debts. When tenants are in bankruptcy, we make estimates of the expected recovery of pre-petition and post-petition claims. The ultimate resolution of these claims can exceed one year. Accounts receivable in the accompanying balance sheet is shown net of an allowance for doubtful accounts of $1,573 and $1,773 as of December 31, 2002 and 2001 respectively.

F-10

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Bad debt expense amounted to $211, $735 and $330 for the years ended December 31, 2002, 2001 and 2000, respectively.

6. Investment in Real Estate

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


	2002			2001

Land	$	94,924		$	77,546
Buildings and improvements		588,717			471,317
Construction in progress		23,451			8,486

		707,092			557,349
Less: accumulated depreciation		(78,139	)		(61,080	)

Investment in real estate — net	$	628,953		$	496,269

7. Acquisition of Joint Venture Properties

In May 2002 we acquired an additional 75% ownership interest in RPT/INVEST, LLC, which owns two community centers: Chester Springs and Rivertowne Square. As a result of this purchase, we became the 100% owner of the two centers. The transaction resulted in a net payment to our joint venture partner of approximately $8,714 in cash and we assumed $22,000 of debt.

During November 2002, we acquired an additional 90% ownership interest in Rossford Development LLC, which owns Crossroads Centre located in Rossford, Ohio. As a result of this purchase, we became the 100 percent owner of this center. The purchase price amounted to $1,373 and we assumed debt of $20,246.

In December 2002, we acquired an additional 75 percent ownership interest in RPT/INVEST II, LLC, which owns East Town Plaza shopping center located in Madison, Wisconsin. We paid our joint venture partner approximately $3,992 in cash and assumed $12,000 of debt. This additional investment resulted in us becoming the 100% owner of the center.

Prior to acquiring the 100% interest in the above mentioned shopping centers, we accounted for the shopping centers using the equity method of accounting. Accordingly, our share of the earnings of these joint ventures our included in earnings from unconsolidated entities in the consolidated statements of income.

The acquisitions of the additional interest in these above-mentioned shopping centers were accounted for using the purchase method of accounting and the results of operations have been included in the consolidated financial statements since the date of acquisitions. The excess of the fair value over the net book basis of the interest in these four shopping centers have been allocated to land and buildings, and no goodwill was recorded. The preliminary purchase price allocation is subject to adjustment until finalized, which is expected within one year of the date of acquisition.

8. Property Acquisitions and Dispositions

We acquired three properties during 2002 at an aggregate cost of $45,500. These acquisitions have been accounted for using the purchase method of accounting and the results of their operations have been included in the consolidated financial statements since the date of acquisition. The purchase prices were allocated to the assets acquired and liabilities assumed based upon their estimated fair market value, and no goodwill was

F-11

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

recorded. The preliminary purchase price allocation is subject to adjustment until finalized, which is expected within one year from the date of acquisition.

Purchase

Debt

Acquisition Date

Property Name

Property Location

Price

Assumed

May 2002

Horizon Village

Suwanee, GA

11,300

6,840

May 2002

The Crossroads at Royal Palm

Royal Palm Beach, FL

18,500

—

June 2002

Coral Creek Shops

Coconut Creek, FL

15,700

—

In April 2002, we sold Hickory Corners for cash of $10,272, resulting in a gain on sale of approximately $2,164, net of minority interest. Hickory Corners’ results of operations and the gain on sale have been included in income from discontinued operations in the Consolidated of Statements of Income for the three years ended December 31, 2002.

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 20. 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.

9. Investments in and Advances to Unconsolidated Entities

We have investments in the following unconsolidated entities:


	Ownership as of
Unconsolidated Entities	December 31, 2002

28th Street Kentwood Associates		50%
S-12 Associates		50%
Ramco/West Acres LLC		40%
Ramco/Shenandoah LLC		40%
PLC Novi West Development, LLC		10%

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.

In November 2001, we invested $1,713 for a 40 percent interest in a joint venture, Ramco/ Shenandoah LLC. The remaining 60% of Ramco/ Shenandoah LLC is owned by various partnerships and trusts for the benefit of family members of one of our trustees, who also serves as a trustee for several of these trusts. The joint venture acquired Shenandoah Square shopping center located in Davie, Florida for a purchase price of approximately $16,300.

During the year ended December 31, 2001, we earned acquisition fees of $165 and $163, respectively, from the above-mentioned joint ventures. Under terms of the joint venture agreements, 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-12

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Our unconsolidated entities had the following debt outstanding at December 31, 2002:


	Balance		Interest			Maturity
Unconsolidated Entities	outstanding		Rate			Date

28th Street Kentwood Associates	$	10,214		6.25	%	July 2003
S-12 Associates		1,351		7.50		May 2016
Ramco/ West Acres LLC		9,313		8.14		April 2010
Ramco/ Shenandoah LLC		12,905		7.33		February 2012
PLC Novi West Development, LLC		57,677		4.13		July 2003

	$	91,460

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


		2002		2001		2000

ASSETS
Investment in real estate, net		$	131,304	$	104,594	$	63,805
Other assets			8,775		6,151		8,428

	Total Assets	$	140,079	$	110,745	$	72,233

LIABILITIES
Mortgage notes payable		$	91,460	$	94,080	$	58,804
Other liabilities			1,466		3,287		4,335

	Total Liabilities		92,926		97,367		63,139
Owners’ equity			47,153		13,378		9,094

	Total Liabilities and Owners’ Equity	$	140,079	$	110,745	$	72,233

Company’s equity investments in unconsolidated entities		$	9,578	$	7,139	$	8,915
Advances to unconsolidated entities					698		422

	Total Equity Investments in and Advances to Unconsolidated Entities	$	9,578	$	7,837	$	9,337

Revenues
Property revenues		$	18,679	$	13,986	$	9,450
Fees and management income							3,841
Leasing/development cost reimbursements							2,485

	Total Revenues		18,679		13,986		15,776

Expenses
Property expenses			15,685		9,302		8,276
Employee expenses							6,574
Office and other expenses							1,683

	Total Expenses		15,685		9,302		16,533

Earnings (loss) before gain on sale of real estate			2,994		4,684		(757	)
Gain on sale of real estate							249

Excess (deficiency) of revenues over expenses			2,994		4,684		(508	)
Cost reimbursement from Operating Partnership							1,682

Income		$	2,994	$	4,684	$	1,174

Company’s share of income		$	797	$	932	$	465

F-13

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Our share of the unconsolidated entities’ income of $797, $932 and $465, for the years ended December 31, 2002, 2001 and 2000, was reduced by $7 in 2002, $119 in 2001, and $267 in 2000, which represents depreciation and amortization adjustments arising from our net basis adjustments in the unconsolidated entities’ assets. These adjustments result in net earnings of $790, $813, and $198 from the unconsolidated entities’ for the years ended December 31, 2002, 2001 and 2000, respectively.

For the years ended December 31, 2002 and 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. See Note 4 to the consolidated financial statements.

As a result of us acquiring the remaining 100 percent interest in four shopping centers that were previously included in unconsolidated entities, the above financial information decreased in 2002. See Note 7.

10. Other Assets

Other assets at December 31 are as follows:


	2002			2001

Leasing costs	$	18,894		$	14,908
Prepaid expenses and other		12,847			6,765
Deferred financing costs		9,075			5,872

		40,816			27,545
Less: accumulated amortization		(14,325	)		(10,485	)

		26,491			17,060
Proposed development and acquisition costs		1,421			8,394

Other assets, net	$	27,912		$	25,454

During 2002, we purchased an existing mortgage note receivable for $2,377, which bears interest at 16.75% (18.75% during any period of default), due December 1, 2002. The note is secured by a mortgage on property adjacent to our Naples Towne Center in Naples, Florida. Certain defaults have occurred with respect to this note, including the failure of the borrower to make the monthly payments of principal and interest. In August 2002, we entered into a long term lease for this vacant retail building and adjoining occupied retail space, and we were given an option to purchase the lease property during the period January 1 through June 30, 2003. At December 31, 2002, the mortgage note receivable is included as a prepaid expense. See Note 23 to the consolidated financial statements.

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.

F-14

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

11. Mortgages and Notes Payable

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


	2002		2001

Fixed rate mortgages with interest rates ranging from 6.50% to 8.81%, due at various dates through 2012	$	250,852	$	195,290
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, if applicable. The effective rate at December 31, 2002, was 4.60% and at December 31, 2001, was 6.41%		6,220		6,560
Floating rate mortgage, with an interest rate at prime or LIBOR plus 200 basis points, due September 2005. The effective rate at December 31, 2002, was 3.41% and at December 31, 2001 was 4.75%		21,000		21,000
Floating rate mortgages, with an interest rate at LIBOR plus 175 basis points, due August 2003, with one year extension available. The effective rate at December 31, 2002 was 3.18%		21,930		—
Floating rate mortgage, with an interest rate at LIBOR plus 232 basis points, due May 2003, with two, one year extensions available. The effective rate at December 31, 2002, was 3.70%		12,000		—
Construction loan financing, with an interest rate at LIBOR plus 175 basis points due June 2003, including renewal option. The effective rate at December 31, 2002, was 3.30%. Maximum borrowings of $27,000		20,246		—
Unsecured term loan, with an interest rate at LIBOR plus 400 basis points, paid in full in 2002		—		22,125
Unsecured Revolving Credit Facility, with an interest rate at LIBOR plus 325 to 375 basis points over LIBOR, due December 2005, maximum borrowings of $40,000, zero balance outstanding		—		—
Secured Revolving Credit Facility, with an interest rate at LIBOR plus 150 to 200 basis points, due December 2005, maximum available borrowings of $125,000. The effective rate at December 31, 2002, was 6.79% and at December 31, 2001, was 6.64%		91,000		102,300

	$	423,248	$	347,275

The mortgage notes and construction loans are secured by mortgages on properties that have an approximate net book value of $489,943 as of December 31, 2002. The Secured Revolving Credit Facility is secured by mortgages on various properties that have an approximate net book value of $138,304 as of December 31, 2002.

The $125,000 Secured Revolving Credit Facility bears interest between 150 and 200 basis points over LIBOR depending on certain of our leverage ratios. (using 175 basis points over LIBOR at December 31, 2002, the effective interest rate was 6.8%, including interest rate swap agreements) and is secured by mortgages on various properties.

The Unsecured Revolving Credit Facility bears interest between 325 and 375 basis points over LIBOR depending on certain debt ratios (using 363 basis points over LIBOR at December 31, 2002, the effective interest rate was 6.8%, including interest rate swap agreements). At our option, we can increase the available amount of borrowings by $10,000 to $50,000.

F-15

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

At December 31, 2002, outstanding letters of credit issued under the Secured Revolving Credit Facility, not reflected in the accompanying consolidated balance sheet, total approximately $2,026.

The Secured Revolving Credit Facility and the Unsecured Revolving Credit Facility contain financial covenants relating to loan to asset value, minimum operating coverage ratios, and a minimum equity value. As of December 31, 2002, we were in compliance with the covenant terms.

The mortgage loans (other than our Secured Revolving Credit Facility) encumbering our properties, including properties held by our unconsolidated joint ventures (See Note 9, 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, 2002:


Year end December 31,
	2003	$	66,055
	2004		17,688
	2005		105,818
	2006		101,900
	2007		47,149
	Thereafter		84,638

	Total	$	423,248

It is our intention to extend the various mortgages and construction loan that mature during 2003 on a long-term basis, or to increase the revolving credit facilities. We are currently negotiating the terms of the debt agreements. However, there can be no assurance that we will be able to refinance our debt on commercially reasonable or any other terms.

12. 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 on 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 Secured Revolving Credit Facility, we are required to maintain interest rate swap agreements to reduce the impact of changes in interest rates on our variable rate debt. The following table

F-16

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

summarizes the notional values and fair values of our derivative financial instruments as of December 31, 2002 (dollars in thousands):


Hedge	Notional		LIBOR		Fair
Type	Value		Interest Rate		Value

Cash Flow	$	25,000		6.3%	$	(1,230	)
Cash Flow		25,000		4.9%		(680	)
Cash Flow		10,000		5.1%		(279	)
Cash Flow		10,000		5.3%		(477	)
Cash Flow		10,000		5.5%		(503	)
Cash Flow		5,000		5.0%		(264	)

	$	85,000			$	(3,433	)

During 2002, we acquired additional 90% interest in Rossford Development LLC (“Rossford”). This acquisition was accounted for using the purchases method of accounting. At the time of the acquisition, Rossford had an interest rate swap agreement outstanding with a notional value of $10,000 and an interest rate of 5.5%. The fair value of this swap agreement was a liability of $503 and was included in accounts payable at the date of acquisition.

On the date we enter into an interest rate swap, we designate the derivate as a hedge against the variability of cash flows that are to be paid in connection with a recognized liability. Subsequent changes in the fair value of a derivative designated as a cash flow hedge that is determined to be highly effective is recorded in OCI until earnings are affected by the variability of cash flows of the hedged transaction. The differential between fixed and variable rates to be paid or received is accrued, as interest rates change, and recognized currently 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, 2002, the change in fair market value of the interest rate swap agreements decreased the charge to accumulated OCI by $249 and for the year ended December 31, 2001, the change in fair value of the interest rate swap agreements increased the charge to accumulated OCI by $2.8 million.

13. Leases

Approximate future minimum revenues from rentals under noncancelable operating leases in effect at December 31, 2002, assuming no new or renegotiated leases nor option extensions on lease agreements, are as follows:


Year ended December 31,
	2003	$	63,776
	2004		58,758
	2005		52,348
	2006		46,989
	2007		42,308
	Thereafter		288,008

	Total	$	552,187

F-17

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We lease office space under an operating lease that expires on June 30, 2004. Rent expense under this lease amounted to $363 in 2002 and 2001 and 2000. Future minimum rental payments are as follows:


Year ended December 31,
	2003	$	363
	2004		182

	Total	$	545

14. 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):


			2002			2001			2000

Numerator:
	Net Income		$	11,006		$	13,863		$	11,756
	Preferred stock dividends			(1,151	)		(3,360	)		(3,360	)
	Gain on redemption of preferred shares			2,425			—			—

		Income available to common shareholders for basic and diluted EPS	$	12,280		$	10,503		$	8,396
Denominator:
	Weighted-average common shares for basic EPS			10,529,495			7,104,714			7,185,603
	Effect of dilutive securities:
		Options outstanding		98,113			20,465			1,778

	Weighted-average common shares for diluted EPS			10,627,608			7,125,179			7,187,381

Basic EPS			$	1.17		$	1.48		$	1.17

Diluted EPS			$	1.16		$	1.47		$	1.17

Conversion of the Series A Preferred Shares and of the Operating Partnership Units totaling 3,730,909 in 2002 and 4,944,977 in 2001 and 2000 would have been antidilutive and, therefore, were not considered in the computation of diluted earnings per share.

15. 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.

16. Shareholders’ Equity

On April 29, 2002, we issued 4.2 million common shares of beneficial interest in a public offering. On May 29, 2002, we issued an additional 630,000 common shares upon the exercise by the underwriters of their over-allotment option. We received total net proceeds of $77,698, based on an offering price of $17.50 per share. A portion of the net proceeds from the offering were used to redeem 1.2 million of our Series A

F-18

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Preferred Shares. The redemption of Series A Preferred Shares resulted in a gain of $2,425. The remaining 200,000 shares of our Series A Preferred Shares automatically converted into 286,537 common shares.

On November 5, 2002, we completed a $25,000 public offering of 1.0 million shares of 9 1/2 percent Series B cumulative Preferred Shares of beneficial interest. The aggregate net proceeds of this offering were $23,804. Dividends on the Series B Preferred Shares are payable quarterly in arrears. We may, but we are not required to, redeem the Series B Preferred Shares anytime after November 5, 2007, at a redemption price of $25.00 per share, plus accrued and unpaid dividends. A portion of the net proceeds from this offering were used to purchase the equity interest of our joint venture partners in East Town Plaza and from Rossford Development LLC and purchase the fee interest in the property adjacent to our Naples, Florida shopping center.

The Series B Preferred Shares rank senior to the common shares with respect to dividends and the distribution of assets in the event of our liquidation, dissolution or winding up. The Series B Preferred Shares are not convertible into or exchangeable for any of our other securities or property.

Holders of Series B Preferred Shares generally have no voting rights. However, if we do not pay dividends on the Series B Preferred Shares for six or more quarterly periods (whether or not consecutive), the holders of the Series B Preferred Shares will be entitled to vote at the next annual meeting of shareholders for the election of two additional trustees to serve on the board of trustees until we pay all dividends which we owe on Series B Preferred Shares.

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 us based on the average price of the shares acquired for the distribution.

17. 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 1,368,000 common shares at December 31, 2002. The Plan provides for the award of up to 1,368,000 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 — During 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.

F-19

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table reflects the stock option activity at December 31:



	2002					2001					2000

				Weighted					Weighted					Weighted
				Average					Average					Average
	Number of			Exercise		Number of			Exercise		Number of			Exercise
	Shares			Price		Shares			Price		Shares			Price

Outstanding at beginning of year		653,605		$	15.97		667,629		$	16.04		519,324		$	16.71
Granted		12,000			19.35		12,000			17.33		162,000			14.11
Cancelled or expired		(8,617	)		17.83		(19,191	)		19.02		(13,695	)		18.60
Exercised		(48,713	)		16.60		(6,833	)		16.42		—			—

		608,275		$	15.96		653,605		$	15.97		667,629		$	16.04

Options exercisable at year-end		540,271					532,269					424,954

Weighted-average fair value of options granted during the year	$	1.40				$	0.90				$	0.49

The following table summarizes the characteristics of the options outstanding and exercisable at December 31, 2002:



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

$14.06-$19.63		606,275		5.5	$	15.94		538,271	$	16.02
$21.63-$21.63		2,000		5.3		21.63		2,000		21.63

		608,275		5.5	$	15.96		540,271	$	16.05

The fair value of options granted during 2002, 2001 and 2000 was immaterial on the date of grant. All options granted were non-qualified share options. The fair value of the options was determined using the Black-Scholes option pricing model with the following weighted average assumptions used:


	2002			2001			2000

Risk-free interest rate		4.3	%		4.8	%		6.5	%
Dividend yield		8.7	%		9.7	%		11.9	%
Volatility		21.5	%		19.5	%		17.3	%
Weighted average expected life		5.0			5.0			5.0

We account for the two stock-based compensation plans in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under the two plans had an exercise price equal to the market value of the underlying common shares on the date of grant. The following table illustrates the effect on net income and earnings per share as if we had applied the fair value recognition

F-20

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation”, to stock-based employee compensation.



		Years Ended December 31,

		2002			2001			2000

Net Income, as reported		$	11,006		$	13,863		$	11,756
Less total stock-based employee compensation expense determined under fair value method for all awards			(45	)		(65	)		(78	)

Pro forma net income		$	10,961		$	13,798		$	11,678

Earnings per share:
	Basic — as reported	$	1.17		$	1.48		$	1.17

	Basic — pro forma	$	1.16		$	1.47		$	1.16

	Diluted — as reported	$	1.16		$	1.47		$	1.17

	Diluted — pro forma	$	1.15		$	1.46		$	1.16

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, up to a maximum of 5%, of an employee’s annual compensation. During 2002, 2001 and 2000, our matching cash contributions were $163, $154 and $57, respectively.

18. 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, 2002 and 2001 the carrying amounts of our borrowings under variable rate debt approximated fair value.

We estimated the fair value of fixed rate mortgages using a discounted cash flow analysis, based on our incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity. At December 31, 2002, the fair value of our fixed rate debt amounted to $284,599 compared to the carrying amount of $250,852.

Considerable judgment is required to develop estimated fair values of financial instruments. The fair value of our fixed rate debt is greater than the carrying amount, settlement at the reported fair value may not be possible or may not be a prudent management decision. The estimates presented herein are not necessary indicative of the amounts we could realize on disposition of the financial instruments.

F-21

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

19. Quarterly Financial Data (Unaudited)

The following table sets forth the quarterly results of operations for the years ended December 31, 2002 and 2001 (in thousands, except per share amounts):



						Earnings Per Share

		Revenues		Net income		Basic		Diluted

Quarter ended:
	March 31, 2002	$	21,739	$	2,437	$	0.23	$	0.23
	June 30, 2002		21,430		4,322		0.65		0.56
	September 30, 2002		23,044		2,621		0.21		0.21
	December 31, 2002		25,010		1,626		0.11		0.11
Quarter ended:
	March 31, 2001	$	23,184	$	6,336	$	0.77	$	0.69
	June 30, 2001		21,101		2,634		0.25		0.25
	September 30, 2001		22,283		2,674		0.26		0.26
	December 31, 2001		22,934		2,219		0.19		0.19

During the second quarter of 2002, we redeemed 1.2 million of our Series A preferred shares for approximately $26,571, resulting in a gain of $2,425.

During the fourth quarter of 2002, general and administrative expenses increased. The increase is attributable to a $1.2 million expense related to Michigan Single Business Tax for the taxable years ended December 31, 2001, 2000 and 1999. In 1995, the State of Michigan changed the method of computing the capital acquisition deduction for multi-state taxpayers. The change in the law has been vigorously challenged in the courts by a number of taxpayers. In January 2003, we were informed that the Michigan Supreme Court elected not to review the appellate courts decision that overturned a favorable lower court ruling in favor of a taxpayer. Since we had previously paid the additional tax for the above-mentioned taxable years and filed a protective claim requesting a refund, we recorded a receivable from the State of Michigan. As a result of the Michigan Supreme Court’s decision not to hear the case, we reversed the receivable and recognized an expense.

Earnings per share, as reported in the above table, are based on weighted average common share outstanding during the quarter and, therefore, may not agree with the earnings per share calculated for the years ended December 31, 2002 and 2001.

20. 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. We received $76 in 2002 and $70 in 2001 for management fees from the partnership.

F-22

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

joint venture acquired Shenandoah Square shopping center located in Davie, Florida for a purchase price of approximately $16,300.

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:


		2002		2001		2000

Management fees		$	415	$	322	$	391
Leasing fee income			77		—		77
Acquisition fee			—		163		—
Brokerage commission and other			—		57		8
Payroll reimbursement			58		88		88

	Total	$	550	$	630	$	564

We had receivables from related entities in the amount of $78 at December 31, 2002 and $355 at December 31, 2001.

21. 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 (“Atlantic”) 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-23

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 we had several meetings with the appellate conferee, subsequent to filing the protest. 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, 1998 and 1999, 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 $58.8 million in combined taxes, penalties and interest through March 31, 2003. 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 $61.1 million as of March 31, 2003.

F-24

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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, 1998 and 1999. 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.

In connection with the development and expansion of various shopping centers as of December 31, 2002, we have entered into agreements for construction costs of approximately $642.

We are currently involved in certain litigation arising in the ordinary course of business. We believe that this litigation will not have a material adverse effect on our consolidated financial statements.

22. Pro Forma Financial Information

The following unaudited supplemental pro forma information is presented as if the property acquisitions made during 2002 had occurred on January 1, 2000 (see Notes 7 and 8). In management’s opinion, all adjustments necessary to reflect the property acquisitions have been made. The pro forma financial information is presented for informational purposes only and may not necessarily indicative of what the actual results of operations would have been had the acquisitions occurred as indicated nor does it purport to represent the results of operations for future periods.



			Years Ended December 31,

			2002			2001			2000

REVENUES
	Minimum rents		$	68,721		$	72,292		$	68,720
	Percentage rents			1,179			1,656			1,973
	Recoveries from tenants			27,422			26,439			27,402
	Fees and management income			1,527			2,485			—
	Interest and other income			2,493			2,845			3,049

		Total revenues		101,342			105,717			101,144

EXPENSES
	Real estate taxes			13,243			11,850			11,537
	Recoverable operating expenses			15,263			15,674			16,481
	Depreciation and amortization			19,403			18,939			17,105
	Other operating			1,592			1,573			1,672
	General and administrative			9,276			9,010			6,111
	Interest expense			29,786			30,527			32,526

		Total expenses		88,563			87,573			85,432

Operating income				12,779			18,144			15,712
Earnings from unconsolidated entities				387			178			55

Income from continuing operations before gain on sale of real estate and minority interest				13,166			18,322			15,767
Gain on sale of real estate				—			5,550			3,795
Minority interest				(2,537	)		(5,316	)		(4,613	)

F-25

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



		Years Ended December 31,

		2002			2001			2000

Income from continuing operations			10,629			18,556			14,949
Discontinued operations, net of minority interest:
	Gain on sale of property		2,164			—			—
	Income from operations		196			725			705

Income before cumulative effect of change in accounting principle			12,989			19,281			15,654
Cumulative effect of change in accounting principle			—			—			(1,264	)

Net income			12,989			19,281			14,390
Preferred stock dividends			(1,151	)		(3,360	)		(3,360	)
Gain on redemption of preferred shares			2,425			—			—

Net income available to common shareholders		$	14,263		$	15,921		$	11,030

Basic earnings per share:
	Income from continuing operations	$	1.13		$	2.14		$	1.61
	Income from discontinued operations		0.22			0.10			0.10
	Cumulative effect of change in accounting principle		—			—			(0.17	)

	Net income	$	1.35		$	2.24		$	1.54

Diluted earnings per share:
	Income from continuing operations	$	1.11		$	1.98		$	1.60
	Income from discontinued operations		0.20			0.06			0.07
	Cumulative effect of change in accounting principle		—			—			(0.14	)

	Net income	$	1.31		$	2.04		$	1.53

	Basic weighted average shares outstanding		10,529			7,105			7,186

	Diluted weighted average shares outstanding		14,359			12,070			12,132

23. Subsequent Events

On January 29, 2003, we purchased Livonia Plaza shopping center located in Livonia, Michigan. The cost of this property amounted to approximately $13,000 and the purchase price will be allocated to the assets acquired and liabilities assumed based on their fair market values.

During 2002, we purchased an existing mortgage note receivable, which bears interest at 16.75% (18.75% during any period of default), for approximately $2,400. The note was due December 1, 2002. At the time we acquired the note, the unpaid principal and interest amounted to approximately $4,600. The note is secured by a mortgage on the property located adjacent to our Naples Towne Center in Naples, Florida. The property was previously leased to Kmart Corporation, but the lease was rejected by Kmart in January 2002. Certain defaults have occurred with respect to this note, including the failure of the borrower to make the monthly payments of principal and interest. In August 2002, we entered into a long term lease for this vacant retail building and adjoining occupied retail space, and we were given an option to purchase the lease property during the period January 1 through June 30, 2003. At December 31, 2002, the mortgage note receivable is included as a deposit in Other Assets in the Consolidated Balance Sheet. In February 2003, we exercised our right to acquire a fee interest in the property. Consideration for this property included approximately $100 payment and forgiveness of the note receivable.

F-26

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

24. Real Estate Assets

Net Investment in Real Estate Assets at December 31, 2002

Year Year Year

Property Location Constructed(a) Acquired Renovated

Alabama

Cox Creek Plaza
Florence Alabama 1984 1997 2000

Florida

Coral Creek Shops
Coconut Creek Florida 1992 2002

Crestview Corners
Crestview Florida 1986 1997 1993

Lantana Shopping Center
Lantana Florida 1959 1996 2002

Naples Towne Center
Naples Florida 1982 1996

Pelican Plaza
Sarasota Florida 1983 1997

Rivertowne Square
Deerfield Beach Florida 1980 2002

Shoppes of Lakeland
Lakeland Florida 1985 1996

Southbay Fashion Center
Osprey Florida 1978 1998

Sunshine Plaza
Tamarac Florida 1972 1996 2001

The Crossroads
Royal Palm Beach Florida 1988 2002

Village Lakes Shopping Center
Land O’ Lakes Florida 1987 1997

Georgia

Conyers Crossing
Conyers Georgia 1978 1998 1989

Holcomb Center
Alpharetta Georgia 1986 1996

Horizon Village
Suwanee Georgia 1996 2002

Indian Hills
Calhoun Georgia 1988 1997

Mays Crossing
Stockbridge Georgia 1984 1997 1986

Maryland

Crofton Plaza
Crofton Maryland 1974 1996

Michigan

Auburn Mile
Auburn Hills Michigan 2000 1999

Clinton Valley Mall
Sterling Heights Michigan 1977 1996 2002

Clinton Valley Shopping Center
Sterling Heights Michigan 1985 1996

Eastridge Commons
Flint Michigan 1990 1996 2001

Edgewood Towne Center
Lansing Michigan 1990 1996 2001

Ferndale Plaza
Ferndale Michigan 1984 1996

Fraser Shopping Center
Fraser Michigan 1977 1996

Jackson Crossing
Jackson Michigan 1967 1996 2002

Jackson West
Jackson Michigan 1996 1996 1999

Lake Orion Plaza
Lake Orion Michigan 1977 1996

Madison Center
Madison Heights Michigan 1965 1997 2000

New Towne Plaza
Canton Michigan 1975 1996 1998

Oak Brook Square
Flint Michigan 1982 1996

Roseville Towne Center
Roseville Michigan 1963 1996 2001

Southfield Plaza
Southfield Michigan 1969 1996 1999

Taylor Plaza
Taylor Michigan 1970 1996

Tel-Twelve
Southfield Michigan 1968 1996 2002

West Oaks I
Novi Michigan 1979 1996 1998

West Oaks II
Novi Michigan 1986 1996 2000

White Lake Marketplace
White Lake Township Michigan 1999 1998

[Additional columns below]

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

Initial Cost Gross Cost at

to Company End of Period(b)

Subsequent

Building and Capitalized Building and

Property Land Improvements(f) Costs Land Improvements

Alabama

Cox Creek Plaza
$ 589 5,336 1,468 932 6,461

Florida

Coral Creek Shops
1,565 14,085 94 1,572 14,172

Crestview Corners
400 3,602 162 400 3,764

Lantana Shopping Center
2,590 2,600 9,085 2,590 11,685

Naples Towne Center
218 1,964 356 218 2,320

Pelican Plaza
710 6,404 196 710 6,600

Rivertowne Square
951 8,587 109 954 8,693

Shoppes of Lakeland
1,279 11,543 970 1,279 12,513

Southbay Fashion Center
597 5,355 142 597 5,497

Sunshine Plaza
1,748 7,452 10,548 1,748 18,000

The Crossroads
1,850 16,650 75 1,857 16,718

Village Lakes Shopping Center
862 7,768 51 862 7,819

Georgia

Conyers Crossing
729 6,562 651 729 7,213

Holcomb Center
658 5,953 657 658 6,610

Horizon Village
1,133 10,200 102 1,143 10,292

Indian Hills
706 6,355 109 707 6,463

Mays Crossing
725 6,532 139 725 6,671

Maryland

Crofton Plaza
3,201 6,499 1,473 3,201 7,972

Michigan

Auburn Mile
15,704 0 12,388 23,478 4,614

Clinton Valley Mall
1,101 9,910 5,972 1,101 15,882

Clinton Valley Shopping Center
399 3,588 1,823 523 5,287

Eastridge Commons
1,086 9,775 2,061 1,086 11,836

Edgewood Towne Center
665 5,981 6 645 6,007

Ferndale Plaza
265 2,388 47 265 2,435

Fraser Shopping Center
363 3,263 164 363 3,427

Jackson Crossing
2,249 20,237 11,031 2,249 31,268

Jackson West
2,806 6,270 6,117 2,707 12,486

Lake Orion Plaza
470 4,234 126 471 4,359

Madison Center
817 7,366 2,803 817 10,169

New Towne Plaza
817 7,354 1,520 817 8,874

Oak Brook Square
955 8,591 302 955 8,893

Roseville Towne Center
1,403 13,195 2,295 1,403 15,490

Southfield Plaza
1,121 10,090 1,310 1,121 11,400

Taylor Plaza
400 1,930 152 400 2,082

Tel-Twelve
3,819 43,181 22,505 3,819 65,686

West Oaks I
0 6,304 4,875 1,768 9,411

West Oaks II
1,391 12,519 5,766 1,391 18,285

White Lake Marketplace
2,965 0 (2,721 ) 244 0

[Additional columns below]

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

Accumulated

Property Total Depreciation(c) Encumbrances

Alabama

Cox Creek Plaza
7,393 973 (d )

Florida

Coral Creek Shops
15,744 193 (e )

Crestview Corners
4,164 479 (d )

Lantana Shopping Center
14,275 1,001 (d )

Naples Towne Center
2,538 476 (d )

Pelican Plaza
7,310 996 (d )

Rivertowne Square
9,647 679 (e )

Shoppes of Lakeland
13,792 1,858 (d )

Southbay Fashion Center
6,094 660 (d )

Sunshine Plaza
19,748 2,993 (e )

The Crossroads
18,575 261 (e )

Village Lakes Shopping Center
8,681 984 (d )

Georgia

Conyers Crossing
7,942 828 (d )

Holcomb Center
7,268 1,108 (d )

Horizon Village
11,435 162 (e )

Indian Hills
7,170 848 (d )

Mays Crossing
7,396 877 (d )

Maryland

Crofton Plaza
11,173 2,206 (d )

Michigan

Auburn Mile
28,092 259 (e )

Clinton Valley Mall
16,983 1,996 (e )

Clinton Valley Shopping Center
5,810 769 (d )

Eastridge Commons
12,922 2,254 (e )

Edgewood Towne Center
6,652 1,013 (d )

Ferndale Plaza
2,700 419 (d )

Fraser Shopping Center
3,790 674 (e )

Jackson Crossing
33,517 4,527 (e )

Jackson West
15,193 2,117 (e )

Lake Orion Plaza
4,830 738 (e )

Madison Center
10,986 1,452 (e )

New Towne Plaza
9,691 1,455 (e )

Oak Brook Square
9,848 1,643 (e )

Roseville Towne Center
16,893 2,633 (e )

Southfield Plaza
12,521 1,956 (e )

Taylor Plaza
2,482 321 (d )

Tel-Twelve
69,505 8,507 (e )

West Oaks I
11,179 1,454 (e )

West Oaks II
19,676 2,658 (e )

White Lake Marketplace
244 0

F-27

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Year Year Year

Property Location Constructed(a) Acquired Renovated

New Jersey

Chester Springs
Chester New Jersey 1970 2002 1999

North Carolina

Hickory Corners
Hickory North Carolina 1997 1999

Holly Springs Plaza
Franklin North Carolina 1988 1997 1992

Ridgeview Crossing
Elkin North Carolina 1989 1997 1995

Ohio

OfficeMax Center
Toledo Ohio 1994 1996

Crossroads Centre
Rossford Ohio 2001 2002

Spring Meadows Place
Holland Ohio 1987 1996 1997

Troy Towne Center
Troy Ohio 1990 1996 2002

South Carolina

Edgewood Square
North Augusta South Carolina 1989 1997 1997

Taylors Square
Greenville South Carolina 1989 1997 1995

Tennessee

Cumberland Gallery
New Tazewell Tennessee 1988 1997

Highland Square
Crossville Tennessee 1988 1997

Northwest Crossing
Knoxville Tennessee 1989 1997 1995

Northwest Crossing II
Knoxville Tennessee 1999 1999

Stonegate Plaza
Kingsport Tennessee 1984 1997 1993

Tellico Plaza
Lenoir City Tennessee 1989 1997

Virginia

Aquia Towne Center
Stafford Virginia 1989 1998

Wisconsin

East Town Plaza
Madison Wisconsin 1992 2002 2000

West Allis Towne Center
West Allis Wisconsin 1987 1996

Totals

[Additional columns below]

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

Accumulated

Property Total Depreciation(c) Encumbrances

New Jersey

Chester Springs
24,350 1,771 (e )

North Carolina

Hickory Corners
0 0

Holly Springs Plaza
8,400 994 (d )

Ridgeview Crossing
10,627 1,251 (e )

Ohio

OfficeMax Center
2,269 340 (d )

Crossroads Centre
28,912 671 (e )

Spring Meadows Place
17,785 2,920 (e )

Troy Towne Center
11,521 1,655 (e )

South Carolina

Edgewood Square
13,633 1,590 (d )

Taylors Square
16,478 1,889 (e )

Tennessee

Cumberland Gallery
3,297 395 (d )

Highland Square
9,196 1,072 (e )

Northwest Crossing
13,163 1,519 (e )

Northwest Crossing II
2,195 127 (d )

Stonegate Plaza
6,350 742 (e )

Tellico Plaza
6,144 716 (d )

Virginia

Aquia Towne Center
22,218 2,174 (e )

Wisconsin

East Town Plaza
17,984 1,067 (e )

West Allis Towne Center
18,711 2,819 (e )

$ 707,092 $ 78,139


(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 $513 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, are as follows:


Real Estate Assets	2002			2001

Balance at beginning of period	$	557,349		$	557,995
Land Development/ Acquisitions		123,968			140
Capital Improvements		33,840			21,587
Sale of Assets		(8,065	)		(22,373	)

Balance at end of period	$	707,092		$	557,349


Accumulated Depreciation	2002			2001

Balance at beginning of period	$	61,080		$	48,366
Sales/Retirements		(855	)		(944	)
Depreciation		17,914			13,658

Balance at end of period	$	78,139		$	61,080

F-28

RAMCO-GERSHENSON PROPERTIES TRUST

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

For the years ended December 31, 2002, 2001 and 2000


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


		(Dollars in thousands)
Year ended December 31, 2002 —
	Allowance for doubtful accounts	$	1,773	$	211	$	411	$	1,573
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

F-29


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



	Total Shopping Center GLA

			Company
	Anchor		Owned		Total		Non-
	Owned		Anchor		Anchor		Anchor
Property	Space		Space		GLA		GLA		Total

Alabama
Cox Creek Plaza				92,901		92,901		33,800		126,701

Total/ Weighted Average		—		92,901		92,901		33,800		126,701

Florida
Coral Creek Shops				42,112		42,112		67,200		109,312
Crestview Corners				79,603		79,603		32,015		111,618

Lantana Shopping Center				61,166		61,166		61,347		122,513
Naples Towne Centre		32,680		102,027		134,707		32,680		167,387

Pelican Plaza				35,768		35,768		70,105		105,873

Rivertowne Square				70,948		70,948		65,699		136,647

Shenandoah Square(7)				42,112		42,112		81,500		123,612
Shoppes of Lakeland				23,001		23,001		5,646		28,647
Southbay Fashion Center				31,700		31,700		64,990		96,690
Sunshine Plaza				175,834		175,834		69,970		245,804

The Crossroads				42,112		42,112		77,980		120,092
Village Lakes Shopping Center				125,141		125,141		61,335		186,476

Total/ Weighted Average		32,680		831,524		864,204		690,467		1,554,671

Georgia
Conyers Crossing				138,915		138,915		31,560		170,475

Holcomb Center				39,668		39,668		67,385		107,053
Horizon Village				47,955		47,955		49,046		97,001
Indian Hills				97,930		97,930		35,200		133,130

Mays Crossing				100,232		100,232		37,040		137,272

Total/ Weighted Average		—		424,700		424,700		220,231		644,931

Maryland
Crofton Plaza				176,376		176,376		75,171		251,547

Total/ Weighted Average		—		176,376		176,376		75,171		251,547

Michigan
Auburn Mile		45,520		552,437		597,957		14,381		612,338

Clinton Valley Mall				55,175		55,175		93,902		149,077

Clinton Valley Shopping Center				50,000		50,000		44,360		94,360
Eastridge Commons		117,777		124,203		241,980		45,637		287,617

Edgewood Towne Center		209,272		23,524		232,796		62,233		295,029

Ferndale Plaza				—		—		30,916		30,916
Fraser Shopping Center				52,784		52,784		23,915		76,699

Jackson Crossing		254,242		191,923		446,165		184,215		630,380

Jackson West				194,484		194,484		15,837		210,321

Kentwood Towne Centre(2)		101,909		122,390		224,299		61,265		285,564

Lake Orion Plaza				114,574		114,574		7,558		122,132

Madison Center				167,830		167,830		59,258		227,088

New Towne Plaza				91,122		91,122		80,668		171,790

Oak Brook Square				57,160		57,160		83,057		140,217

Roseville Towne Center				211,447		211,447		84,821		296,268



								Annualized Base
								Rent

	Company Owned GLA									Per
										Square
Property	Total		Leased		Occupancy			Total		Foot		Anchors(9)

Alabama
Cox Creek Plaza		126,701		113,801		89.8	%	$	747,451	$	6.57	Goody’s, Toy’s R Us, Old Navy

Total/ Weighted Average		126,701		113,801		89.8	%	$	747,451	$	6.57

Florida
Coral Creek Shops		109,312		109,312		100.0	%	$	1,471,166	$	13.46	Publix
Crestview Corners		111,618		110,418		98.9	%		555,776		5.03	Fleming Foods(8), Wal-Mart(4)
Lantana Shopping Center		122,513		120,713		98.5	%		1,164,200		9.64	Publix
Naples Towne Centre		134,707		44,152		32.8	%		241,999		5.48	Florida Food & Drug(1), Save- A-Lot
Pelican Plaza		105,873		81,001		76.5	%		895,112		11.05	Linens ’n Things
Rivertowne Square		136,647		131,800		96.5	%		1,145,277		8.69	Winn-Dixie, Office Depot
Shenandoah Square(7)		123,612		114,912		93.0	%		1,564,052		13.61	Publix
Shoppes of Lakeland		28,647		28,647		100.0	%		269,943		9.42	Michael’s
Southbay Fashion Center		96,690		42,094		43.5	%		340,742		8.09
Sunshine Plaza		245,804		228,933		93.1	%		1,580,267		6.90	Publix, Old Time Pottery, Price Cutters
The Crossroads		120,092		118,792		98.9	%		1,526,236		12.85	Publix
Village Lakes Shopping Center		186,476		185,076		99.2	%		1,024,546		5.54	Kash ’N Karry Food Store, Wal-Mart

Total/ Weighted Average		1,521,991		1,315,850		86.5	%	$	11,779,316	$	8.95

Georgia
Conyers Crossing		170,475		170,475		100.0	%	$	897,332	$	5.26	Burlington Coat Factory, Hobby Lobby
Holcomb Center		107,053		105,023		98.1	%		982,514		9.36	A&P(5)
Horizon Village		97,001		97,001		100.0	%		1,138,039		11.73	Publix
Indian Hills		133,130		129,530		97.3	%		670,045		5.17	Ingles Market, Wal-Mart(4)
Mays Crossing		137,272		113,323		82.6	%		643,687		5.68	Ingles Market(8), Big Lots

Total/ Weighted Average		644,931		615,352		95.4	%	$	4,331,617	$	7.04

Maryland
Crofton Plaza		251,547		214,624		85.3	%	$	1,340,521	$	6.25	Super Valu, Kmart

Total/ Weighted Average		251,547		214,624		85.3	%	$	1,340,521	$	6.25

Michigan
Auburn Mile		566,818		566,818		100.0	%	$	2,590,750	$	4.57	Best Buy(1), Target, Meijer, Costco, Joann etc, Staples
Clinton Valley Mall		149,077		115,671		77.6	%		1,507,860		13.04	Office Depot, DSW Shoe Warehouse
Clinton Valley Shopping Center		94,360		36,244		38.4	%		377,967		10.43
Eastridge Commons		169,840		166,725		98.2	%		1,657,671		9.94	Farmer Jack (A&P), Staples, Target(1), TJ Maxx
Edgewood Towne Center		85,757		80,757		94.2	%		787,638		9.75	OfficeMax, Sam’s Club(1), Target(1)
Ferndale Plaza		30,916		30,916		100.0	%		372,787		12.06
Fraser Shopping Center		76,699		71,735		93.5	%		420,937		5.87	Oakridge Market, Rite- Aid
Jackson Crossing		376,138		370,812		98.6	%		3,276,574		8.84	Kohl’s Department Store, Sears(1), Target(1), Toys ’R’ Us, Best Buy, Bed, Bath & Beyond, Jackson 10
Jackson West		210,321		210,321		100.0	%		1,570,831		7.47	Circuit City, Lowe’s, Michael’s, OfficeMax
Kentwood Towne Centre(2)		183,655		180,055		98.0	%		1,445,531		8.03	Burlington Coat, Hobby Lobby, OfficeMax, Target(1)
Lake Orion Plaza		122,132		122,132		100.0	%		503,629		4.12	Farmer Jack (A&P), Kmart
Madison Center		227,088		224,588		98.9	%		1,360,454		6.06	Dunham’s, Kmart
New Towne Plaza		171,790		171,790		100.0	%		1,415,167		8.24	Kohl’s Department Store
Oak Brook Square		140,217		119,707		85.4	%		1,055,498		8.82	Kids ’R’ Us, TJ Maxx
Roseville Towne Center		296,268		245,512		82.9	%		1,253,709		5.11	Marshall’s, Wal-Mart


	a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

	b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

	c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;


	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and


	/s/ DENNIS E. GERSHENSON

	Dennis E. Gershenson
	President and Chief Executive Officer


	a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

	b. evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

	c. presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;


	a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and



			Year		Year		Year
Property	Location		Constructed(a)		Acquired		Renovated

Alabama
Cox Creek Plaza	Florence	Alabama		1984		1997		2000
Florida
Coral Creek Shops	Coconut Creek	Florida		1992		2002
Crestview Corners	Crestview	Florida		1986		1997		1993
Lantana Shopping Center	Lantana	Florida		1959		1996		2002
Naples Towne Center	Naples	Florida		1982		1996
Pelican Plaza	Sarasota	Florida		1983		1997
Rivertowne Square	Deerfield Beach	Florida		1980		2002
Shoppes of Lakeland	Lakeland	Florida		1985		1996
Southbay Fashion Center	Osprey	Florida		1978		1998
Sunshine Plaza	Tamarac	Florida		1972		1996		2001
The Crossroads	Royal Palm Beach	Florida		1988		2002
Village Lakes Shopping Center	Land O’ Lakes	Florida		1987		1997
Georgia
Conyers Crossing	Conyers	Georgia		1978		1998		1989
Holcomb Center	Alpharetta	Georgia		1986		1996
Horizon Village	Suwanee	Georgia		1996		2002
Indian Hills	Calhoun	Georgia		1988		1997
Mays Crossing	Stockbridge	Georgia		1984		1997		1986
Maryland
Crofton Plaza	Crofton	Maryland		1974		1996
Michigan
Auburn Mile	Auburn Hills	Michigan		2000		1999
Clinton Valley Mall	Sterling Heights	Michigan		1977		1996		2002
Clinton Valley Shopping Center	Sterling Heights	Michigan		1985		1996
Eastridge Commons	Flint	Michigan		1990		1996		2001
Edgewood Towne Center	Lansing	Michigan		1990		1996		2001
Ferndale Plaza	Ferndale	Michigan		1984		1996
Fraser Shopping Center	Fraser	Michigan		1977		1996
Jackson Crossing	Jackson	Michigan		1967		1996		2002
Jackson West	Jackson	Michigan		1996		1996		1999
Lake Orion Plaza	Lake Orion	Michigan		1977		1996
Madison Center	Madison Heights	Michigan		1965		1997		2000
New Towne Plaza	Canton	Michigan		1975		1996		1998
Oak Brook Square	Flint	Michigan		1982		1996
Roseville Towne Center	Roseville	Michigan		1963		1996		2001
Southfield Plaza	Southfield	Michigan		1969		1996		1999
Taylor Plaza	Taylor	Michigan		1970		1996
Tel-Twelve	Southfield	Michigan		1968		1996		2002
West Oaks I	Novi	Michigan		1979		1996		1998
West Oaks II	Novi	Michigan		1986		1996		2000
White Lake Marketplace	White Lake Township	Michigan		1999		1998



	Initial Cost							Gross Cost at
	to Company							End of Period(b)
					Subsequent
			Building and		Capitalized					Building and
Property	Land		Improvements(f)		Costs			Land		Improvements

Alabama
Cox Creek Plaza	$	589		5,336		1,468			932		6,461
Florida
Coral Creek Shops		1,565		14,085		94			1,572		14,172
Crestview Corners		400		3,602		162			400		3,764
Lantana Shopping Center		2,590		2,600		9,085			2,590		11,685
Naples Towne Center		218		1,964		356			218		2,320
Pelican Plaza		710		6,404		196			710		6,600
Rivertowne Square		951		8,587		109			954		8,693
Shoppes of Lakeland		1,279		11,543		970			1,279		12,513
Southbay Fashion Center		597		5,355		142			597		5,497
Sunshine Plaza		1,748		7,452		10,548			1,748		18,000
The Crossroads		1,850		16,650		75			1,857		16,718
Village Lakes Shopping Center		862		7,768		51			862		7,819
Georgia
Conyers Crossing		729		6,562		651			729		7,213
Holcomb Center		658		5,953		657			658		6,610
Horizon Village		1,133		10,200		102			1,143		10,292
Indian Hills		706		6,355		109			707		6,463
Mays Crossing		725		6,532		139			725		6,671
Maryland
Crofton Plaza		3,201		6,499		1,473			3,201		7,972
Michigan
Auburn Mile		15,704		0		12,388			23,478		4,614
Clinton Valley Mall		1,101		9,910		5,972			1,101		15,882
Clinton Valley Shopping Center		399		3,588		1,823			523		5,287
Eastridge Commons		1,086		9,775		2,061			1,086		11,836
Edgewood Towne Center		665		5,981		6			645		6,007
Ferndale Plaza		265		2,388		47			265		2,435
Fraser Shopping Center		363		3,263		164			363		3,427
Jackson Crossing		2,249		20,237		11,031			2,249		31,268
Jackson West		2,806		6,270		6,117			2,707		12,486
Lake Orion Plaza		470		4,234		126			471		4,359
Madison Center		817		7,366		2,803			817		10,169
New Towne Plaza		817		7,354		1,520			817		8,874
Oak Brook Square		955		8,591		302			955		8,893
Roseville Towne Center		1,403		13,195		2,295			1,403		15,490
Southfield Plaza		1,121		10,090		1,310			1,121		11,400
Taylor Plaza		400		1,930		152			400		2,082
Tel-Twelve		3,819		43,181		22,505			3,819		65,686
West Oaks I		0		6,304		4,875			1,768		9,411
West Oaks II		1,391		12,519		5,766			1,391		18,285
White Lake Marketplace		2,965		0		(2,721	)		244		0