EX-99.1 2 k92395exv99w1.htm PRESS RELEASE, DATED FEBRUARY 16, 2005 exv99w1
 

     
Ramco-Gershenson Properties Trust
  Exhibit 99.1
31500 Northwestern Highway, Suite 300
   
Farmington Hills, Michigan 48334
   
(248) 350-9900
   
FAX: (248) 350-9925
   
         
Contact:
  Dennis Gershenson, President & CEO   FOR IMMEDIATE RELEASE
  or Richard Smith, CFO  
Phone:
FAX:
  (248) 350-9900
(248) 350-9925
 

Ramco-Gershenson Properties Trust Reports Results for Fourth Quarter and Year-End 2004

FARMINGTON HILLS, Mich. – February 16, 2005 — Ramco-Gershenson Properties Trust (NYSE:RPT) announced today results for the fourth quarter and twelve months ended December 31, 2004.

Financial Information for the quarter-ended 2004:

•   Diluted FFO per share of $0.61, a 13.0% increase over last year

•   Diluted FFO of $12.2 million, a 16.7% increase over last year

•   Total revenues of $36.6 million, a 24.9% increase over last year

•   Diluted EPS from continuing operations of $0.23, a 21.1% increase over last year

•   Quarterly dividend of $0.42 per share

Financial Information for the year-ended 2004:

•   Diluted FFO per share of $2.08, a 2.5% increase over last year

•   Diluted FFO of $41.4 million, a 19.6% increase over last year

•   Total revenues of $132.0 million, a 21.8% increase over last year

•   Diluted EPS from continuing operations of $0.60, a 11.1% increase over last year

•   Annual dividend of $1.68 per share

Company Highlights in 2004:

•   Formed $450 million acquisition Joint Venture with Clarion Lion Properties Fund

•   Acquired eight shopping centers for $248.3 million with over 1.6 million square feet of GLA and agrees to purchase six additional centers for $218.3 million with over 1.4 million square feet of GLA

•   Commenced construction of 400,000 square foot Gaines Marketplace in Gaines Township, Michigan (a suburb of Grand Rapids)

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•   Acquired 293 usable acres in Jacksonville, FL to develop 1.2 million square foot River City Marketplace shopping center development

•   Amended Revolving Credit Facilities, increasing borrowing capacity to $240 million at improved pricing

•   Commenced six redevelopment projects of core assets

•   Opened 77 new non-anchor and 12 new anchor stores

•   Renewed 98 non-anchor leases, 9.7% over prior rental rates

•   Increased overall average portfolio base rental rates to $8.83 in 2004 from $8.17 in 2003

•   Portfolio occupancy of 92.9%, compared to 89.7% in 2003

For the three months ended December 31, 2004, diluted FFO (Funds From Operations) increased 16.7%, or $1,746,000 to $12,187,000, compared with $10,441,000 for the three months ended December 31, 2003. On a per share basis, the increase was 13.0%, or $0.07, to $0.61, compared with $0.54 in 2003. Total revenues increased 24.9% or $7,306,000, to a total of $36,591,000, compared with $29,285,000 in 2003. Income from continuing operations for the three months ended December 31, 2004, was $5,573,000, compared with $3,666,000 in 2003. Diluted earnings per share from continuing operations for the three months ended December 31, 2004 increased 21.1%, or $0.04, to $0.23, compared to $0.19 in 2003.

For the twelve months ended December 31, 2004, diluted FFO increased 19.6%, or $6,795,000, to $41,449,000, compared with $34,654,000 for the twelve months ended December 31, 2003. On a per share basis, the increase was 2.5%, or $0.05, to $2.08, compared with $2.03 in 2003. FFO for 2004 was reduced for the recognized impairment loss relating to the Company’s equity investment in the Fountain Walk development. Total revenues increased 21.8%, or $23,644,000, to a total of $132,044,000, compared with $108,400,000 in 2003. Income from continuing operations for the twelve months ended December 31, 2004 was $14,968,000, compared with $9,982,000 in 2003. Diluted earnings per share from continuing operations for the twelve months ended December 31, 2004 increased 11.1% or $0.06, to $0.60 compared to $0.54 in 2003.

“2004 was a very busy year for us as we executed an aggressive business plan in all areas of our core disciplines; acquisitions, development and asset management”, said Dennis Gershenson , President and Chief Executive Officer. “A major highlight last year was Ramco’s forming of a Joint Venture with the Clarion Lion Properties Fund. The Venture will involve the purchase of $450 million of shopping center assets. During the fourth quarter Ramco contracted to buy nine centers in Florida and Michigan for over $265 million for the Venture. Three of the assets had been purchased by year-end. In 2004, the Company also acquired on-balance sheet five shopping centers representing 1.3 million square feet. We also started two new shopping center developments. Our redevelopment of core assets continued apace, as we commenced six additional shopping center repositionings. The accelerated tempo of last year’s business plan will continue into 2005, positioning us for continued growth and increased shareholder value.”

Acquisitions

In December, the Company entered into a Joint Venture (the Venture) agreement with

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the Clarion Lion Properties Fund, a private equity real estate fund advised by ING Clarion Partners, for the purpose of acquiring $450 million of stable, well-located community shopping centers in Michigan, North Carolina, South Carolina, Georgia and Florida.

By year-end, the Venture acquired three shopping centers: Village Plaza in 140,592 square feet, Treasure Coast Commons in 92,979 square feet and Vista Plaza in 109,728 square feet for an aggregate purchase price of $48.0 million. All of the shopping centers are located in Florida in close proximity to a number of centers currently owned by Ramco-Gershenson. In addition, the Venture plans to acquire six additional shopping centers, currently under contract in Florida and Michigan, for an aggregate purchase of approximately $218.3 million.

During 2004, Ramco-Gershenson also acquired on balance-sheet five grocery-anchored shopping centers totaling 1.3 million square feet at an aggregate purchase price of $200.2 million. The transactions included the assumption of $126.5 million in debt at an average interest rate of 5.8% and a weighted average term of 4.2 years.

The shopping centers are: Merchants’ Square, a 277,000 square foot shopping center in Carmel, Indiana (a suburb of Indianapolis), Promenade at Pleasant Hill, a 291,127 square foot shopping center in Duluth, Georgia, The Centre at Woodstock, an 86,748 square foot shopping center in Woodstock, Georgia, Plaza at Delray, a 331,496 square foot shopping center in Delray Beach, Florida and Mission Bay Plaza, a 272,231 square foot shopping center in Boca Raton, Florida.

Each of the shopping centers are located in areas with high barriers to entry. With the exception of Merchants’ Square, the shopping centers are in close proximity to a number of shopping centers currently owned by the Company.

Development

At year-end the Company had three shopping centers under development. All of the centers are anchored by strong, national tenants in areas that are demonstrating exceptional population growth.

In December, the Company closed on the purchase of 293 useable acres of land in Jacksonville, Florida. Approximately 125 acres will be developed as a shopping complex, River City Marketplace, located along I-95 at Airport Road. The shopping center will comprise over one million square feet of retail space when complete. The Company sold approximately 19 acres to Wal-Mart for the construction of a 203,091 square foot superstore. The Company is currently evaluating a joint venture partnership for the development. The initial phase of the project is expected to open in the first quarter of 2006.

In June, the Company commenced the construction of the 400,000 square foot Gaines

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Marketplace in Gaines Township, Michigan (a suburb of Grand Rapids). The development, which is part of an unconsolidated joint venture, will include a 124,000 square foot Target store, a 210,400 square foot Meijer Superstore and a 20,400 square foot Staples store. Restaurant tenants include Logan’s Road House, Panera Bread and Applebee’s. The first phase of the development is expected to open in the spring of 2005.

Also during the year, the Company made substantial progress at its Home Depot anchored Beacon Square shopping center in Grand Haven, Michigan, which is part of an unconsolidated joint venture. In the first quarter of 2004, the Company signed a lease for a 14,600 square foot Staples store. The first phase of the shopping center is open. Additional tenants are scheduled to open throughout the spring and summer of 2005. At the time of completion, the shopping center will contain approximately 176,000 square feet, which includes the anchor-owned Home Depot.

Asset Management

During the year, the Company continued to identify areas within its core portfolio where it could add value. In 2004, the Company announced the following redevelopment projects:

  •   Northwest Crossing, Knoxville, Tennessee-Wal-Mart is expanding their existing store from 139,000 square feet to a 208,000 square foot supercenter. The Company is adding a 31,000 square foot Ross Dress for Less to the center. The Company is also currently in negotiations with two mid-box tenants to fill the majority of a vacant 35,000 square foot space. When complete the shopping center will comprise 304,000 square feet and be over 95% leased.
 
  •   Cox Creek Plaza, Florence, Alabama-The Company sold a portion of its shopping center and some excess land to Home Depot to facilitate their inclusion in this asset. Home Depot will join Goody’s, Toys R Us and Old Navy at this 100% leased center.
 
  •   New Towne Plaza, Canton, Michigan-The Company is expanding a traditional 16,200 square foot JoAnn Fabrics store to a 35,300 square foot JoAnn superstore. The expansion is the fourth significant positive change to the shopping center since the Company developed the asset in the mid-1970’s, which is presently 98.8% leased.
 
  •   Indian Hills, Calhoun, Georgia-A lease was signed for a 25,200 square foot Goody’s department store to occupy the last portion of the vacated Wal-Mart store. The shopping center is currently over 92% leased.
 
  •   Livonia Plaza, Livonia, Michigan-An expansion of the Kroger supermarket is underway. Kroger is enlarging their premises to 68,000 square feet as part of an expansion opportunity that was identified during due diligence before the shopping center was purchased in 2003. Livonia Plaza is 100% leased.

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  •   Southfield Plaza, Southfield, Michigan-The Company opened a 30,600 square foot Staples superstore to replace the vacant F & M Drug (Drug Emporium) space, bringing occupancy to 97.2%. Staples will join Burlington Coat Factory and Marshall’s as anchors at the shopping center.

Leasing/Same Center Operating Results

During 2004, the Company opened 77 new non-anchor stores, at an average base rent of $12.47 per square foot. The Company also renewed 98 non-anchor leases, at an average base rent of $12.65, achieving an increase of 9.7% over prior rental rates. Additionally, the Company signed 12 new anchor leases during the year. Overall portfolio average base rents increased to $8.83 in 2004 from $8.17 in 2003. Same center net operating income increased 7.9% over 2003. At year-end, the portfolio was 92.9% leased, compared to 89.7% for year-end 2003.

Financing Activities, Market Capitalization and Debt

In addition to acquisition financing activities, during the year, the Company entered into two fixed rate mortgages amounting to $34.7 million secured by the Auburn Mile and Crossroads Centre. The Company also completed a public offering for approximately 1.9 million shares of 7.95% Series C Cumulative Convertible Preferred shares generating net proceeds of approximately $51.7 million.

In December, the Company amended its secured revolving credit facility with Fleet National Bank increasing the facility from $125 million to $160 million and providing for an accordion feature, which will allow the facility to expand to $200 million. Pricing on the amended revolver is LIBOR plus 1.15% to 1.55%, compared to the previous rate of LIBOR plus 1.50% to 2.00%. The Company also reset its unsecured credit facility, which now bears interest rate of LIBOR plus 1.85% to 2.25% compared to the previous rate of LIBOR plus 3.25% to 3.75%. The facilities are set to expire on December 29, 2005, with the option to extend the secured facility one year.

Total debt at year-end was $633.4 million with an average interest rate of 6.2% and an average maturity of 48 months. At December 31, 2004, only 10.1% of the Company’s overall debt was variable. Debt to market capitalization at December 31, 2004 was 46.5% compared to 43.7% at December 31, 2003. Total capitalization was approximately $1.4 billion at December 31, 2004, compared to $1.0 billion at December 31, 2003.

Dividend

On January 3, 2005, the Company paid a fourth quarter dividend of $0.42 per common share, a fourth quarter dividend of $0.5938 per Series B cumulative redeemable preferred share and a fourth quarter dividend of $0.5664375 per Series C cumulative convertible preferred share, for the period of October 1, 2004 through December 31, 2004 to shareholders of record on December 20, 2004.

Earnings Guidance/Conference Call

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As stated previously, the Company estimates that 2005 annual diluted FFO to be between $2.39 and $2.44 and earnings per diluted common share to be between $1.17 and $1.23.

Ramco-Gershenson will host a live broadcast of its 4th Quarter conference call on February 17, 2005 at 9:00 a.m. eastern time, to discuss its financial results and 2005 guidance. The live broadcast 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 3388703 (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 77 shopping centers totaling approximately 15.9 million square feet of gross leasable area, consisting of 76 community centers and one enclosed regional mall. The Company’s centers are located in Michigan, Ohio, Indiana, Wisconsin, New Jersey, Maryland, Virginia, North Carolina, South Carolina, Tennessee, Georgia, Alabama and Florida. Headquartered in Farmington Hills, 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)

                                 
    For the Three Months     For the Twelve Months  
    Ended December 31,     Ended December 31,  
    2004     2003     2004     2003  
 
  (Unaudited)   (Unaudited)   (Unaudited)        
Revenues
                               
Minimum rents
  $ 25,407     $ 19,736     $ 91,495     $ 73,335  
Percentage rents
    180       208       961       1,177  
Recoveries from tenants
    9,928       8,369       34,733       29,527  
Fees and management income
    407       177       2,506       1,455  
Other income
    669       795       2,349       2,906  
 
                       
 
                               
Total revenues
    36,591       29,285       132,044       108,400  
 
                       
Expenses
                               
Real estate taxes
    5,078       4,702       17,193       14,822  
Recoverable operating expenses
    5,727       4,675       19,736       16,903  
Depreciation and amortization
    7,686       6,504       27,722       22,908  
Other operating
    701       298       1,807       4,277  
General and administrative
    2,825       1,985       11,224       8,515  
Interest expense
    10,223       7,565       34,525       29,432  
 
                       
 
                               
Total expenses
    32,240       25,729       112,207       96,857  
 
                       
 
                               
Operating income
    4,351       3,556       19,837       11,543  
Impairment of investment in unconsolidated entity
                (4,775 )      
Earnings from unconsolidated entities
    39       48       180       252  
 
                       
 
                               
Income from continuing operations before gain on sale of real estate assets and minority interest
    4,390       3,604       15,242       11,795  
Gain on sale of real estate assets
    2,177       699       2,408       263  
Minority interest
    (994 )     (637 )     (2,682 )     (2,076 )
 
                       
 
                               
Income from continuing operations
    5,573       3,666       14,968       9,982  
Discontinued operations, net of minority interest:
                               
Gain on sale of property
          897             897  
Income from discontinued operations, net of minority interest
          51       15       214  
 
                       
 
                               
Net income
    5,573       4,614       14,983       11,093  
Preferred stock dividends
    (1,664 )     (593 )     (4,814 )     (2,375 )
 
                       
 
                               
Net income available to common shareholders
  $ 3,909     $ 4,021     $ 10,169     $ 8,718  
 
                       
 
                               
Basic earnings per share:
                               
Income from continuing operations
  $ 0.23     $ 0.19     $ 0.60     $ 0.55  
Income from discontinued operations
          0.06             0.07  
 
                       
Net income available to common shareholders
  $ 0.23     $ 0.25     $ 0.60     $ 0.62  
 
                       
 
                               
Diluted earnings per share:
                               
Income from continuing operations
  $ 0.23     $ 0.19     $ 0.60     $ 0.54  
Income from discontinued operations
          0.05             0.08  
 
                       
Net income available to common shareholders
  $ 0.23     $ 0.24     $ 0.60     $ 0.62  
 
                       
 
                               
Basic weighted average shares outstanding
    16,823       16,316       16,816       13,955  
 
                       
Diluted weighted average shares outstanding
    17,062       16,528       17,032       14,141  
 
                       

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Ramco-Gershenson Properties Trust
Calculation of Funds From Operations
(1)
(In thousands)
(Unaudited)

                                 
    Three Months Ended     Twelve Months Ended  
    December 31,     December 31,  
    2004     2003     2004     2003  
Net income
  $ 5,573     $ 4,614     $ 14,983     $ 11,093  
Add:
                               
Depreciation and amortization expense
    7,633       6,699       27,481       23,123  
Loss (Gain) on sale of depreciable property
    (350 )     (27 )     1,115       1,590  
Minority interest in partnership:
                               
Continuing operations
    994       637       2,682       2,076  
Discontinued operations
          8       2       44  
Less:
                               
Discontinued operations, gain on sale of property, net of minority interest
          (897 )           (897 )
 
                       
Funds from operations
    13,850       11,034       46,263       37,029  
Less:
                               
Preferred stock dividends
    (1,663 )     (593 )     (4,814 )     (2,375 )
 
                       
Funds from operations available to common shareholders (2)
  $ 12,187     $ 10,441     $ 41,449     $ 34,654  
 
                       
 
                               
Weighted average equivalent shares outstanding (3)
                               
Basic
    19,752       19,245       19,746       16,886  
 
                       
Diluted
    19,991       19,457       19,961       17,072  
 
                       

(1)   Management considers funds from operations, also known as “FFO,” an appropriate supplemental measure of the financial performance of an equity REIT. 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 (“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)   Series B preferred shares are not convertible into common shares. Therefore they are excluded from the calculation. Series C preferred shares are convertible into common shares at a conversion price of $28.50 per share. The Series C preferred shares have been excluded from the weighted average equivalent total shares outstanding as they are anti-dilutive.

(3)   Basic weighted average shares outstanding represents the weighted average total shares outstanding, which includes common shares and assumes the redemption of all Operating Partnership Units for common shares. Diluted weighted average shares outstanding represents the basic weighted average common shares outstanding and the dilutive impact of in-the-money stock options.

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

                 
    December 31,  
    2004     2003  
    (Unaudited)          
Assets
               
Investment in real estate, net
  $ 952,677     $ 736,753  
Cash and cash equivalents
    15,045       19,883  
Accounts receivable, net
    27,463       30,578  
Equity investments in unconsolidated entities
    9,182       9,091  
Other assets, net
    40,627       30,674  
 
           
 
               
Total Assets
  $ 1,044,994     $ 826,979  
 
           
 
               
Liabilities and Shareholders’ Equity
               
Mortgages and notes payable
  $ 633,435     $ 454,358  
Distributions payable
    9,963       10,486  
Accounts payable and accrued expenses
    29,668       23,463  
 
           
 
               
Total Liabilities
    673,066       488,307  
 
           
 
               
Minority Interest
    40,676       42,978  
 
               
Shareholders’ Equity
               
Preferred Shares of Beneficial Interest, par value $.01, 10,000 shares authorized:
               
9.5% Series B Cumulative Redeemable Preferred Shares; 1,000 issued and outstanding, liquidation value of $25,000
    23,804       23,804  
7.95% Series C Cumulative Convertible Preferred Shares; 1,889 issued and outstanding in 2004, none in 2003, liquidation value of $53,837
    51,741        
Common Shares of Beneficial Interest, par value $.01, 30,000 shares authorized; 16,829 and 16,795 issued and outstanding, respectively
    168       167  
Additional paid-in capital
    342,719       342,127  
Accumulated other comprehensive income (loss)
    220       (1,098 )
Cumulative distributions in excess of net income
    (87,400 )     (69,306 )
 
           
Total Shareholders’ Equity
    331,252       295,694  
 
           
Total Liabilities and Shareholders’ Equity
  $ 1,044,994     $ 826,979  
 
           

******

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

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