-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GuQ6mqgBLPb8qQ0TUkjXTCXu2xtEWyfg32Z7IgNLE6p3kC3VPP1dNSbZuYbLBhMi Q8/B83zAA4NkVyPOGn4dmg== 0001157523-06-004147.txt : 20060427 0001157523-06-004147.hdr.sgml : 20060427 20060426173741 ACCESSION NUMBER: 0001157523-06-004147 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060426 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060427 DATE AS OF CHANGE: 20060426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAMCO GERSHENSON PROPERTIES TRUST CENTRAL INDEX KEY: 0000842183 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 136908486 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10093 FILM NUMBER: 06782351 BUSINESS ADDRESS: STREET 1: 31500 NORTHWESTERN HWY STREET 2: SUITE 300 CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 BUSINESS PHONE: 2483509900 MAIL ADDRESS: STREET 1: 31500 NORTHWESTERN HWY STREET 2: SUITE 300 CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 FORMER COMPANY: FORMER CONFORMED NAME: RPS REALTY TRUST DATE OF NAME CHANGE: 19920703 8-K 1 a5133754.txt RAMCO-GERSHENSON PROPERTIES TRUST 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): April 26, 2006 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.) 31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan 48334 ----------------------------------------------------------------- ---------- (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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition. On April 26, 2006, Ramco-Gershenson Properties Trust (the "Trust") issued a press release with respect to its results of operations and financial condition for the three months ended March 31, 2006. A copy of such press release is filed herewith as Exhibit 99.1 and is incorporated and included by reference herein. Item 9.01 Financial Statements and Exhibits (d) Exhibits. The following exhibit is filed with this Form 8-K: Exhibit Description ----------- --------------------------------------------------- 99.1 Press release, dated April 26, 2006, entitled "Ramco Gershenson Properties Trust Reports Results for the First Quarter 2006." 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RAMCO-GERSHENSON PROPERTIES TRUST Date: April 26, 2006 By: /s/ Richard J. Smith ------------------------------------- Richard J. Smith Chief Financial Officer 3 EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Press release, dated April 26, 2006, entitled "Ramco Gershenson Properties Trust Reports Results for the First Quarter 2006." 4 EX-99.1 2 a5133754ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Ramco-Gershenson Properties Trust Reports Results for the First Quarter 2006 FARMINGTON HILLS, Mich.--(BUSINESS WIRE)--April 26, 2006--Ramco-Gershenson Properties Trust (NYSE:RPT) announced today results for the first quarter ended March 31, 2006. Financial Information: -- Diluted FFO per share of $0.62, a 3.3% increase over last year -- Diluted FFO of $13.5 million, a 13.4% increase over last year -- Net income of $5.6 million, a 14.3% increase over last year -- Diluted earnings per share of $0.23, a 21.1% increase over last year Company Highlights: -- Increased quarterly common share dividend 2.3% to $0.4475 per share -- Sold seven non-core assets for $47.0 million -- Announced share repurchase program -- Signed six mid-box leases totaling 167,000 square feet -- Sold 17 acre land parcel to Lowe's at River City Marketplace in Jacksonville, FL -- Opened 20 new non-anchor stores, 14.0% over portfolio average rents -- Renewed 67 non-anchor leases, 9.5% over prior rental rates -- Portfolio occupancy of 93.9%, compared to 92.6% in 2005 For the three months ended March 31, 2006, diluted Funds from Operations (FFO) increased 13.4% to $13.5 million, compared with $11.9 million for the three months ended March 31, 2005. On a per share basis, FFO increased 3.3% to $0.62, compared with $0.60 in 2005. Net income for the three months ended March 31, 2006, was $5.6 million, compared with $4.9 million in 2005. On a per share basis, net income increased 21.1% to $0.23, compared to $0.19 in 2005. "We are pleased with our first quarter financial results, which were in line with expectations," said Dennis Gershenson, President and Chief Executive Officer. "We posted very solid leasing results, completed the sale of seven non-core shopping centers and made substantial progress on our River City Marketplace development. Through the remainder of the year, we will continue to aggressively pursue opportunities within our markets and core portfolio to advance our business plan." Acquisitions/Dispositions During the quarter, the Company sold seven non-core shopping centers for the aggregate sale price of $47.0 million. The seven centers were sold as a portfolio and comprised approximately 935,000 square feet. All of the shopping centers were located in tertiary markets. The proceeds from the sale were used to pay down the Company's unsecured revolving credit facility and will be reinvested to fund the Company's business plan. Development River City Marketplace, Jacksonville, Florida During the quarter, the Company sold a 17 acre parcel to Lowe's Home Improvement for $4.3 million as well as reimbursements for certain site work, for the construction of a 177,000 square foot superstore at its River City Marketplace development in Jacksonville, Florida. The Company also signed a lease agreement for a 25,000 square foot Bed, Bath & Beyond. The addition of Lowe's and Bed, Bath & Beyond rounds out an anchor line-up that accounts for more than 565,000 square feet and includes a 204,000 square foot Wal-Mart, scheduled to open in May of 2006, as well as Wallace (Hollywood) Theaters, Ross Dress for Less, PetSmart, Michaels, Old Navy and OfficeMax, which are scheduled to open throughout the summer. Development Pipeline At quarter-end, the Company had a total of four shopping centers under development including the River City Marketplace in Jacksonville, Florida and Beacon Square in Grand Haven, Michigan, which are part of unconsolidated joint ventures, as well as Rossford Pointe in Rossford, Ohio and The Shoppes of Fairlane Meadows in Dearborn, Michigan. To date the Company has spent $62.8 million on these projects, which have an expected aggregate cost of $104.6 million. When complete, the centers will account for approximately 1.2 million square feet of retail space. Asset Management/Leasing At March 31, 2006, the Company had seven value-added redevelopment projects in process with a total project cost of $28.6 million. Each of the projects involves the expansion or addition of at least one major, national anchor tenant. The most significant new redevelopment is the addition of Best Buy and PetSmart, to replace Media Play and Circuit City, at the Tel-Twelve shopping center in Southfield, Michigan. Best Buy and PetSmart are expected to open during the second quarter of 2006. The balance of the redevelopments are expected to be completed by year-end. During the quarter, the Company opened 20 new non-anchor stores, at an average base rent of $17.05 per square foot, an increase of 14.0% over portfolio average rents and 2 anchor stores, at an average base rent of $12.63, an increase of 68.8% over average rents. The Company also renewed 67 non-anchor leases, at an average base rent of $13.13, an increase of 9.5% over prior rental rates and 5 anchor leases, at an average base rent of $6.88, an increase of 12.0% over prior rents paid. At March 31, 2006, the portfolio was 93.9% leased, compared to 92.6% at March 31, 2005. Market Capitalization and Debt Total debt at quarter-end was approximately $683.0 million with an average interest rate of 6.2% and an average maturity of 55 months. As of March 31, 2006, debt to market capitalization was 49.9% and total capitalization approximated $1.4 billion. Dividend/Share Repurchase On March 1, 2006, the Company's Board of Trustees approved an increase in its common share dividend of approximately 2.3%. The increase raised the first quarter common share dividend from $0.4375 per share to $0.4475 for the period of January 1, 2006 through March 31, 2006. The dividend is based on an expected annual dividend of $1.79 per share. The common share dividend was paid on April 3, 2006, to shareholders of record on March 20, 2006. A first quarter dividend of $0.5938 per Series B cumulative redeemable preferred share and a first quarter dividend of $0.5664375 per Series C cumulative convertible preferred share, for the period of January 1, 2006 through March 31, 2006 were also paid on April 3, 2006, to shareholders of record on March 20, 2006. During the quarter, the Company announced a $15 million common share repurchase program. Under the program, shares may be repurchased on the open market and in privately negotiated transactions depending on market conditions, share price and other factors. As of March 31, 2006, the Company repurchased 2,800 shares at an average price of $29.44 per common share. Subsequent to quarter-end, the Company repurchased 74,400 shares at an average price of $27.53 per common share. Earnings Guidance/Conference Call As stated previously, the Company estimates that 2006 annual diluted FFO will be between $2.53 and $2.58. It also expects earnings per diluted common share to be between $0.79 and $0.84. Ramco-Gershenson will host a live broadcast of its first quarter conference call on Thursday, April 27, 2006 at 10:00 a.m. eastern time. The live broadcast will be available online at www.rgpt.com and www.streetevents.com and also by telephone at (800) 539-5010 (conference #7716187). A replay will be available shortly after the call on the aforementioned websites (for ninety days) or by telephone at (800) 642-1687, passcode 7716187 (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 78 shopping centers totaling approximately 17.7 million square feet of gross leasable area, consisting of 77 community centers and one enclosed regional mall. The Company's centers are located in Michigan, Florida, Georgia, Ohio, Wisconsin, Tennessee, Indiana, New Jersey, Virginia, South Carolina, North Carolina, and Maryland. 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 may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and should be reviewed in conjunction with the Company's filings with the U.S. Securities and Exchange Commission and other publicly available information regarding the Company. Management of Ramco-Gershenson believes that expectations reflected in forward-looking statements 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 Company's properties are located, the performance of tenants at the Company's properties as well as other factors. RAMCO-GERSHENSON PROPERTIES TRUST CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (In thousands, except per share amounts) (Unaudited) For the Three Months Ended March 31, ----------------- 2006 2005 -------- -------- REVENUES: Minimum rents $24,634 $24,001 Percentage rents 385 274 Recoveries from tenants 9,874 10,641 Fees and management income 1,242 1,217 Other income 440 746 -------- -------- Total revenues 36,575 36,879 -------- -------- EXPENSES: Real estate taxes 4,877 4,548 Recoverable operating expenses 5,602 5,820 Depreciation and amortization 8,077 7,323 Other operating 702 457 General and administrative 4,101 3,719 Interest expense 10,570 10,331 -------- -------- Total expenses 33,929 32,198 -------- -------- Income from continuing operations before gain on sale of real estate assets, minority interest and earnings from unconsolidated entities 2,646 4,681 Gain (Loss) on sale of real estate assets 1,708 (3) Minority interest (786) (731) Earnings from unconsolidated entities 737 284 -------- -------- Income from continuing operations 4,305 4,231 -------- -------- Discontinued operations, net of minority interest Gain on sale of real estate assets 957 - Income from operations 323 680 -------- -------- Income from discontinued operations 1,280 680 -------- -------- Net income 5,585 4,911 Preferred stock dividends (1,664) (1,664) -------- -------- Net income available to common shareholders $3,921 $3,247 ======== ======== Basic earnings per share: Income from continuing operations $0.16 $0.15 Income from discontinued operations 0.07 0.04 -------- -------- Net income $0.23 $0.19 ======== ======== Diluted earnings per share: Income from continuing operations $0.16 $0.15 Income from discontinued operations 0.07 0.04 -------- -------- Net income $0.23 $0.19 ======== ======== Basic weighted average shares outstanding 16,847 16,831 ======== ======== Diluted weighted average shares outstanding 16,889 16,877 ======== ======== COMPREHENSIVE INCOME Net income $5,585 $4,911 Other comprehensive income: Unrealized gains on interest rate swaps 554 244 -------- -------- Comprehensive income $6,139 $5,155 ======== ======== RAMCO-GERSHENSON PROPERTIES TRUST CALCULATION OF FUNDS FROM OPERATIONS (In thousands, except per share amounts) (Unaudited) Three Months Ended March 31, ------------------- 2006 2005 --------- --------- Net Income $5,585 $4,911 Add: Depreciation and amortization expense: Continuing operations real estate 8,665 7,459 Discontinued operations real estate - 372 Gain on sale of real estate (1) - (25) Minority interest in partnership: Continuing operations 786 731 Discontinued operations 57 118 Less: Discontinued operations, gain on sale of property, net of minority interest (957) - --------- --------- Funds from operations 14,136 13,566 Less: Preferred stock dividends (594) (1,664) --------- --------- Funds from operations available to common shareholders $13,542 $11,902 ========= ========= Weighted average equivalent shares outstanding, diluted 21,707 19,806 ========= ========= Funds from operations available for common shareholders, per diluted share $0.62 $0.60 ========= ========= - ------------------ (1) Excludes gain on sale of undepreciated land of $1,708 in 2006 and $27 in 2005. 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. RAMCO-GERSHENSON PROPERTIES TRUST CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts) March 31, December 31, 2006 2005 ------------- ------------- (Unaudited) ASSETS Investment in real estate, net $935,467 $922,103 Real estate assets held for sale - 61,995 Cash and cash equivalents 17,053 14,929 Accounts receivable, net 35,182 32,341 Equity investments in unconsolidated entities 53,645 53,398 Other assets, net 39,210 40,509 ------------- ------------- Total Assets $1,080,557 $1,125,275 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY Mortgages and notes payable $683,024 $724,831 Accounts payable and accrued expenses 31,666 31,353 Distributions payable 10,514 10,316 Capital lease obligation 7,851 7,942 ------------- ------------- Total Liabilities 733,055 774,442 Minority Interest 38,087 38,423 SHAREHOLDERS' EQUITY Preferred Shares of Beneficial Interest, par value $.01, 10,000 shares authorized: 9.5% Series B Cumulative Redeemable Preferred Shares; 1,000 shares issued and outstanding, liquidation value of $25,000 23,804 23,804 7.95% Series C Cumulative Convertible Preferred Shares; 1,889 shares issued and outstanding, liquidation value of $53,837 51,741 51,741 Common Shares of Beneficial Interest, par value $.01, 45,000 shares authorized; 16,847 issued and outstanding as of March 31, 2006 and December 31, 2005 168 168 Additional paid-in capital 343,080 343,011 Accumulated other comprehensive income 510 (44) Cumulative distributions in excess of net income (109,888) (106,270) ------------- ------------- Total Shareholders' Equity 309,415 312,410 ------------- ------------- Total Liabilities and Shareholders' Equity $1,080,557 $1,125,275 ============= ============= For further information on Ramco-Gershenson Properties Trust visit the Company's Website at www.rgpt.com CONTACT: Ramco-Gershenson Properties Trust Dennis Gershenson or Richard Smith, 248-350-9900 FAX: 248-350-9925 -----END PRIVACY-ENHANCED MESSAGE-----