8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 22, 2003

RAMCO-GERSHENSON PROPERTIES TRUST

(Exact name of registrant as specified in its Charter)

Maryland	1-10093	13-6908486
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

27600 Northwestern Highway, Suite 200, Southfield, Michigan 48034

(Address of principal executive offices)            (Zip Code)

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

Not applicable

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

TABLE OF CONTENTS

	Item 7. Financial Statements and Exhibits
	Item 12. Results of Operation and Financial Condition
SIGNATURES
EXHIBIT INDEX
Press Release, Dated October 22, 2003

Items 1 — 6. Not applicable.

Item 7. Financial Statements and Exhibits.

(a) — (b)	Not applicable.
(c)	Exhibits.
	99.1 Press Release issued October 22, 2003.

Items 8 — 11. Not applicable.

Item 12. Results of Operation and Financial Condition

     On October 22, 2003, the Company issued the press release attached hereto as Exhibit 99.1.

SIGNATURES

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

	RAMCO-GERSHENSON PROPERTIES TRUST
Date: May 11, 2004	By:	/s/ Richard J. Smith
		Richard J. Smith
		Its: Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description
99.1	Press release dated October 22, 2003

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EX-99.1

Exhibit 99.1

Ramco-Gershenson Properties Trust Reports Results for Third Quarter 2003

Southfield, Mich., Oct 22, 2003

Third Quarter 2003 Financial Results:

• Diluted FFO per share $0.57

• Diluted FFO $10.0 million

• Diluted EPS from continuing operations $0.22

• Total revenues $27.6 million

• Paid $0.42 per share regular quarterly dividend on October 21, 2003

Third Quarter 2003 Operating Highlights:

• Acquired three Michigan shopping centers at an aggregate purchase price of $53.5 million

• Signed lease with Gander Mountain for 90,000 sq. ft. superstore at West Oaks shopping center

• Completed leasing of Tel-Twelve shopping center, adding Michaels and Pier 1 Imports

• Added Beall’s Coastal Home store in 32,000 sq. ft. to Southbay, filling Jacobson vacancy

• Expanded Marshall’s to Megastore in 50,000 square feet at Roseville Towne Center

• Named 73,000 sq. ft. Ashley Furniture as second anchor with Target for Shoppes of Lakeland

Ramco-Gershenson Properties Trust (NYSE:RPT) announced today results for the third quarter and nine months ended September 30, 2003.

For the three months ended September 30, 2003, diluted FFO on a per share basis increased 11.8 percent, or $0.06, to $0.57 compared with $0.51 in 2002. Diluted FFO increased 29.0 percent, or $2,254,000 to $10,030,000 compared with $7,776,000 for the three months ended September 30, 2002. Total revenues increased 19.9 percent or $4,584,000, to a total of $27,628,000, compared with $23,044,000 in 2002. Income from continuing operations for the three months ended September 30, 2003, increased 46.7%, or $1,225,000 to $3,846,000 compared with $2,621,000 in 2002. Diluted earnings per share from continuing operations for the three months ended September 30, 2003 increased 4.8 percent, or $0.01, to $0.22 compared to $0.21 in 2002.

For the nine months ended September 30, 2003, diluted FFO on a per share basis decreased 7.5 percent, or $0.12, to $1.49 compared with $1.61 in 2002. The decrease is attributable to additional shares outstanding on a comparative basis as well as the write-off of the Kmart straight-line rent receivable taken in the second quarter of 2003. Diluted FFO increased 7.3 percent, or approximately $1,639,000, to $24,213,000 compared with $22,574,000 for the nine months ended September 30, 2002. Total revenues increased 20.0 percent or $13,249,000 to a total of $79,462,000 compared with $66,213,000 in 2002. Income from continuing operations for the nine months ended September 30, 2003, decreased 8.3%, or $590,000 to $6,479,000 compared with $7,069,000 in 2002. Diluted earnings per share from continuing operations for the nine months ended September 30, 2003 decreased 59.3 percent or $0.51, to $0.35 compared to $0.86 in 2002. Income from continuing operations and earnings per share were

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negatively impacted by additional shares outstanding and the Kmart straight-line receivable write-off stated above.

“The third quarter of 2003 has been a particularly busy and successful period for our Company. We are extremely pleased with the progress we are making in our business plan and are very satisfied with our financial results to date,” said Dennis Gershenson, President and Chief Executive Officer. “During the quarter we completed three acquisitions in Michigan. We also commenced a number of shopping center redevelopments bringing to nine the total number of centers currently undergoing major changes. We continue to capitalize upon growth opportunities within our core portfolio as well as acquire shopping centers with future value-added opportunities.”

Acquisitions

During the quarter, the Company acquired three shopping centers at an aggregate purchase price of $53.5 million including the assumption of $27.7 million in debt. A portion of the proceeds from the Company’s June 2,150,000 common share equity offering were utilized for the acquisitions. The centers are located within markets where the Company currently has a presence and include:

• Clinton Pointe shopping center in Clinton Township, Michigan, a suburb of Detroit -The 247,000 square foot shopping center is anchored by a Target department store, which was not part of the purchase, OfficeMax and Sports Authority.

• Lakeshore Marketplace in Norton Shores, Michigan, a suburb of Muskegon -The 361,000 square foot shopping center is anchored by TJ Maxx , Barnes & Noble, Old Navy, Elder Beerman, Hobby Lobby, Toys R Us, Dunhams, and Petco.

• Fairlane Meadows shopping center in Dearborn, Michigan -The 313,000 square foot shopping center is anchored by Target and Mervyns, which were not included in the acquisition, as well as Best Buy, and Kids R Us. The shopping center also includes 21 in-line retail spaces.

Asset Management

In September, the Company signed a lease with Gander Mountain for a 90,000 square foot superstore to occupy the entire former Kmart premises at its West Oaks shopping center in Novi, Michigan. Gander Mountain is a 33 year old company that specializes in outdoor sporting goods. Headquartered in Minneapolis, Minnesota, the company currently operates over 63 stores in nine states. Gander Mountain is expected to open in the spring of 2004.

Also during September, RPT signed a lease with Beall’s, a large regional department store chain, for a 32,000 square foot Coastal Home store which will occupy the former Jacobson space at its Southbay Shopping Center in Osprey, Florida, a suburb of Sarasota. Coastal Home is a new concept for Beall’s and features furniture and accessories with a coastal Florida motif. The expected opening date for Beall’s Coastal Home is November of 2003.

In August, the Company leased the former 73,000 square foot Builders Square location at its Shoppes of Lakeland shopping center in Lakeland, Florida to Ashley Furniture. Ashley joins Target Department Store as an anchor for the center. Ashley Furniture is a 50 year old company and an industry leading manufacturer of quality furniture. Recently Ashley broadened

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its operations to include retail outlets. Ashley expects to be open in December of 2003. The shopping center is being completely redeveloped and expanded to 300,000 square feet.

The Company also signed a lease with the TJX Companies to relocate and expand their 26,000 square foot Marshalls store to a Marshalls Megastore in 50,000 square feet replacing a vacant Service Merchandise store at its Roseville Towne Center in Roseville, Michigan, a suburb of Metropolitan Detroit. The Megastore is a new concept for TJX and includes expanded brand name home goods, family apparel and accessories at prices less than department stores. The Marshalls Megastore is scheduled to be open for the 2003 holiday season. Marshall’s sales increase and its desire to expand is the result of the redevelopment of Roseville Towne Center in 2001, which included the addition of a 136,000 square foot Wal-Mart store.

Additionally, the Company completed the leasing of the redevelopment of its Tel-Twelve shopping center in Southfield, Michigan, by signing leases with Michaels Crafts in 24,000 square feet and Pier 1 Imports in 11,000 square feet.

Leasing

In the third quarter, 17 new non-anchor stores opened, paying an average base rental rate of $14.12 per square foot, which is 13.3% above portfolio average. The Company also renewed 10 non-anchor leases at rental rates 4.4% above prior rents paid. For the year, 52 non-anchor stores have opened, at an average base rental 11.1% above portfolio average and 72 non-anchor leases have been renewed at an increase of 5.9% above prior rents.

Finance

Total market capitalization as of September 30, 2003 was approximately $934.6 million. Total debt was $463.5 million with an average interest rate of 6.5% and an average maturity of 47 months. At quarter end, the Company’s debt to market capitalization was 49.6%, compared with debt to market capitalization of 57.2% for the same period last year.

Dividend

The Company paid a cash dividend on its common stock of $0.42 per share on October 21, 2003 to shareholders of record on September 30, 2003.

Earnings Guidance/Conference Call

The Company had previously announced that it expects its 2003 funds from operations (FFO) to be between $2.03 and $2.08 per diluted common share and net income per diluted common share to be between $0.49 and $0.53. As a result of the Company’s recent common stock offering, the Company expects FFO and net income per diluted share for 2003 to be at the low end of this range, at or about $2.03 and $0.49, respectively.

As a result of the aforementioned offering, the Company is tightening its previously announced 2004 annual FFO diluted per share estimates of between $2.35 and $2.45 to be between $2.35 and $2.40, per share. This corresponds to net income per diluted common share of between $1.18 and $1.25.

RPT will host a live broadcast of its 3rd Quarter conference call on October 23, 2003 at 9:00 a.m. eastern time, to discuss its financial results and 2003 and 2004 guidance. The live broadcast

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will be available online at www.rgpt.com and www.streetevents.com and also by telephone at (800) 539-5010 (no passcode needed). A replay will be available shortly after the call on the aforementioned websites (for ninety days) or by telephone at (800) 642-1687, passcode 2984074 (for one week).

Supplemental financial information is available via e-mail by sending requests to dhendershot@rgpt.com and is also available at the investor section of our web page.

Ramco-Gershenson Properties Trust has a portfolio of 64 shopping centers totaling approximately 12.9 million square feet of gross leasable area, consisting of 63 community centers, of which ten are power centers and two are single tenant properties, as well as one enclosed regional mall. The Company’s centers are located in Michigan, Ohio, Wisconsin, New Jersey, Maryland, Virginia, North Carolina, South Carolina, Tennessee, Georgia, Alabama and Florida. Headquartered in Southfield, Michigan, the Company is a fully integrated, self-administered, publicly-traded real estate investment trust (REIT) which owns, develops, acquires, manages and leases community shopping centers, regional malls and single tenant retail properties, nationally.

This press release contains forward-looking statements with respect to the operation of certain of the Trust’s properties. Management of Ramco-Gershenson believes the expectations reflected in the forward-looking statements made in this document are based on reasonable assumptions. Certain factors could occur that might cause actual results to vary. These include general economic conditions, the strength of key industries in the cities in which the Trust’s properties are located, the performance of the Trust’s tenants at the Trust’s properties and elsewhere, and other factors discussed in the Trust’s reports filed with the Securities and Exchange Commission.

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Ramco-Gershenson Properties Trust
Consolidated Statements of Income
(In thousands, except per share amounts)
(Unaudited)

	Three			Three			Nine			Nine
	Months			Months			Months			Months
	Ended			Ended			Ended			Ended
	9/30/03			9/30/02			9/30/03			9/30/02
REVENUES
Minimum rents	$	18,561		$	15,718		$	53,845		$	44,608
Percentage rents		213			280			987			996
Recoveries from tenants		6,857			6,132			21,241			17,842
Fees and management income		604			240			1,278			1,120
Interest and other income		1,393			674			2,111			1,647
Total revenues		27,628			23,044			79,462			66,213
EXPENSES
Real estate taxes		3,474			2,952			10,178			8,252
Recoverable operating expenses		4,028			3,656			12,253			10,282
Depreciation and amortization		5,757			4,475			16,455			12,824
Other operating		331			447			3,993			1,141
General and administrative		2,154			1,786			6,530			5,945
Interest expense		7,409			6,668			21,867			19,034
Total expenses		23,153			19,984			71,276			57,478
Operating income		4,475			3,060			8,186			8,735
Earnings from unconsolidated entities		64			190			204			536
Income from continuing operations before gain (loss) on sale of real estate and minority interest		4,539			3,250			8,390			9,271
Gain (loss) on sale of real estate		91			—			(436	)		—
Minority interest		(784	)		(629	)		(1,475	)		(2,202	)
Income from continuing operations		3,846			2,621			6,479			7,069
Discontinued operations, net of minority interest:
Gain on sale of property		—			—			—			2,164
Income from operations		—			—			—			147
Net income		3,846			2,621			6,479			9,380
Preferred dividends		(594	)		—			(1,782	)		(828	)
Gain on redemption of preferred shares		—			—			—			2,425
Net income available to common shareholders	$	3,252		$	2,621		$	4,697		$	10,977
Basic earnings per share:
Income from continuing operations	$	0.22		$	0.21		$	0.36		$	0.87
Income from discontinued operations		—			—			—			0.23
Net Income	$	0.22		$	0.21		$	0.36		$	1.10
Diluted earnings per share:
Income from continuing operations	$	0.22		$	0.21		$	0.35		$	0.86
Income from discontinued operations		—			—			—			0.21
Net Income	$	0.22		$	0.21		$	0.35		$	1.07
Weighted average shares outstanding:
Basic		14,470			12,251			13,155			9,944
Diluted		14,670			12,369			13,330			11,099

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Ramco-Gershenson Properties Trust
Calculation of Funds From Operations(1)
(In thousands, except per share amounts)
(Unaudited)

	Three		Three		Nine		Nine
	Months		Months		Months		Months
	Ended		Ended		Ended		Ended
	9/30/03		9/30/02		9/30/03		9/30/02
Net Income available to common shareholders	$	3,252	$	2,621	$	4,697	$	10,977
Add:
Depreciation and amortization expense		5,744		4,526		16,424		13,095
Loss on sale of real estate(2)		250		—		1,617		—
Minority interest in partnership:
Continuing operations		784		629		1,475		2,202
Discontinued operations		—		—		—		61
Less:
Gain on redemption of preferred shares		—		—		—		(2,425	)
Discontinued operations, gain on sale of property		—		—		—		(2,164	)
Funds from Operations-basic	$	10,030	$	7,776	$	24,213	$	21,746
Add:
Convertible preferred share dividends(3)		—		—		—		828
Funds from Operations-diluted	$	10,030	$	7,776		24,213	$	22,574
Funds from Operations per share:
Basic	$	0.58	$	0.51	$	1.51	$	1.69
Diluted	$	0.57	$	0.51	$	1.49	$	1.61
Basic weighted average shares outstanding(4)		17,399		15,189		16,085		12,884
Convertible Preferred shares and options(3)		200		118		175		1,155
Diluted weighted average shares outstanding(4)		17,599		15,307		16,260		14,039

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Ramco-Gershenson Properties Trust
Consolidated Balance Sheets
(In thousands)

	September 30,		December 31,
	2003		2002
ASSETS	(Unaudited)
Investment in real estate, net	$	706,217	$	628,953
Cash and cash equivalents		16,133		9,974
Accounts receivable, net		20,041		21,425
Equity investments in and advances to unconsolidated entities		9,183		9,578
Other assets, net		26,762		27,912
Total Assets	$	778,336	$	697,842
LIABILITIES AND SHAREHOLDERS’ EQUITY
Mortgages and notes payable	$	463,458	$	423,248
Distributions payable		7,911		6,384
Accounts payable and accrued expenses		22,308		20,621
Total Liabilities		493,677		450,253
Minority Interest		43,405		46,586
Commitments and Contingencies		—		—
Shareholders’ Equity		241,254		201,003
Total Liabilities and Shareholders’ Equity	$	778,336	$	697,842

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(1) Management generally considers funds from operations (“FFO”) an appropriate supplemental measure of the financial performance of an equity REIT. Under the National Association of Real Estate Investment Trusts (“NAREIT”) definition, FFO represents income before minority interest, excluding extraordinary items, as defined under accounting principles generally accepted in the United States of America (“GAAP”), 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. FFO should not be considered an alternative to GAAP net income as an indication of our performance. We consider FFO as a useful measure for reviewing our comparative operating and financial performance between periods or to compare our performance to different REITs. However, our computation of FFO may 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.

(2) Excludes gain on sale of undepreciated land of $1,181 in 2003.

(3) Series A Preferred Shares, convertible into common shares, were redeemed in the second quarter of 2002. Series B preferred shares are not convertible into common shares. Therefore they are excluded from the calculation.

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

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For more information on Ramco-Gershenson Properties Trust visit our
Website: www.rgpt.com

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