-----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, GRU8RkQenTO7lAuuv06s3W1PQL43H4WQoKshxr+j2Njt+17aljzTXcxM7U3pykYA IUuXJCL5DkIUaQpUq6aWzg== 0001157523-07-001867.txt : 20070221 0001157523-07-001867.hdr.sgml : 20070221 20070221173045 ACCESSION NUMBER: 0001157523-07-001867 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070221 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070221 DATE AS OF CHANGE: 20070221 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: 07639780 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 a5339690.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): February 21, 2007 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 February 21, 2007, Ramco-Gershenson Properties Trust issued a press release with respect to its results of operations and financial condition for the three months and year ended December 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. Exhibit Description ------- ----------- 99.1 Press release, dated February 21, 2007, titled "Ramco-Gershenson Properties Trust Reports Results for the Fourth Quarter and Year-End 2006." 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: February 21, 2007 By: /s/ Richard J. Smith -------------------- Richard J. Smith Chief Financial Officer EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Press release, dated February 21, 2007, titled "Ramco-Gershenson Properties Trust Reports Results for the Fourth Quarter and Year-End 2006." EX-99.1 2 a5339690ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Ramco-Gershenson Properties Trust Reports Results for Fourth Quarter and Year-End 2006 FARMINGTON HILLS, Mich.--(BUSINESS WIRE)--Feb. 21, 2007--Ramco-Gershenson Properties Trust (NYSE:RPT) announced today results for the fourth quarter and twelve months ended December 31, 2006. Financial Information for the Fourth Quarter 2006: -- Diluted FFO per share of $0.65, an increase of 8.3% -- Diluted FFO of $14.0 million, an increase of 18.6% -- Total revenues of $39.4 million, an increase of 8.8% -- Diluted EPS from continuing operations of $1.09 -- Quarterly dividend of $0.4475 per common share Financial Information for the Year-End 2006: -- Diluted FFO per share of $2.54, an increase of 5.0% -- Diluted FFO of $54.6 million, an increase of 14.0% -- Total revenues of $153.2 million, an increase of 5.7% -- Diluted EPS from continuing operations of $1.65 -- Annual dividend of $1.79 per common share Company Highlights in 2006: -- Announced a favorable conclusion to the Company's IRS Tax Case -- Entered into a new $450 million joint venture to acquire Midwest and Mid-Atlantic shopping centers -- Entered into a $75 million joint venture with Heitman Value Partners LLC -- Celebrated the grand opening of the 1.2 million SF River City Marketplace in Jacksonville, FL -- Completed the value-added redevelopment of 10 shopping centers, started 5 new redevelopments -- Sold seven non-core shopping centers for $47 million -- Raised the annual dividend 2.3% to $1.79 per share -- Opened 124 new non-anchor stores, 10.1% above portfolio average rents -- Renewed 171 non-anchor leases, 10.1% above prior rental rates -- Won NAREIT's Gold Award for contents of its 2005 Annual Report Financial Results For the three months ended December 31, 2006, diluted Funds from Operations (FFO) increased 18.6% to $14.0 million compared with $11.8 million for the three months ended December 31, 2005. On a per share basis, diluted FFO increased 8.3% to $0.65, compared with $0.60 in 2005. Total revenues increased 8.8% to $39.4 million, compared to $36.2 million in 2005. Net income from continuing operations was $20.8 million, compared to $3.6 million in 2005. Net Income from continuing operations for the three months ended December 31, 2006, included a $19.1 million gain on the sale of several assets to joint ventures that occurred during the fourth quarter. On a diluted per share basis, income from continuing operations was $1.09 per share compared to $0.12 per share in 2005. For the twelve months ended December 31, 2006, diluted Funds from Operations (FFO) increased 14.0% to $54.6 million compared with $47.9 million for the twelve months ended December 31, 2005. On a per share basis, diluted FFO increased 5.0% to $2.54, compared with $2.42 in 2005. Total revenues increased 5.7% to $153.2 million, compared to $144.9 million in 2005. Net income from continuing operations was $34.3 million, compared to $15.5 million in 2005. As noted above, net income from continuing operations for the year was positively impacted from the gain on asset sales to joint ventures that occurred during the fourth quarter. On a diluted per share basis, income from continuing operations was $1.65 per share compared to $0.52 per share in 2005. "Our 2006 operating and financial results continue to reflect an aggressive business plan and the strength of our core shopping center portfolio," said Dennis Gershenson, President and Chief Executive Officer. "During the year we entered into two substantial joint ventures for the acquisition and redevelopment of over $500 million in shopping center assets. We made tremendous progress on our 1.2 million square foot River City Marketplace development and posted solid leasing results and redevelopment returns, which were driven by strong tenant demand. We expect our business initiatives this year to lay the groundwork for future growth." Operating Highlights Joint Venture Acquisition Activity During the fourth quarter, the Company entered into a $450 million joint venture with an investor advised by Heitman LLC for the acquisition of Midwest and Mid-Atlantic shopping centers. Ramco-Gershenson holds a 20% equity interest in the partnership and will be responsible for managing the Venture and its properties earning market fees for its services. In December, the Company sold Merchants' Square in Carmel, Indiana and Crofton Centre in Crofton, Maryland to the joint venture. These assets are valued at $70.9 million. The Company expects to sell one additional asset to the Venture, bringing the total sale of assets to $125 million. Also during the fourth quarter, the Company entered into a $75 million joint venture with Heitman Value Partners LLC to acquire shopping centers with significant value-added opportunities in metropolitan trade areas. Ramco-Gershenson is responsible for the management of the Venture. Collins Pointe in Cartersville, Georgia (a suburb of Atlanta), which was acquired by Ramco-Gershenson in August, was sold to the Venture in November. It is expected that Paulding Pavilion in Hiram, Georgia, which was acquired by the Company in April, will be sold to the Venture by the end of the first quarter of 2007. In December, the Company purchased the former Home Expo building adjacent to the Troy Marketplace in Troy, Michigan, an asset already part of the Company's joint venture with ING Clarion Partners, LLC. The Company plans to redevelop and re-tenant this new acquisition, which contains approximately 93,000 square feet of retail space. Subsequent to year-end, the Company acquired Cocoa Commons, a 75,120 square foot community shopping center located in Cocoa, Florida, also for its joint venture with ING Clarion. The center is anchored by a 51,420 square foot Publix Supermarket and includes an expansion area for the development of an additional 15,000 square feet of retail space. Including these two acquisitions, the Venture has purchased 14 shopping centers totaling $405 million or approximately 90% of the total partnership commitment. Dispositions In September, the Company sold a 10.5 acre parcel to Target for the construction of a 126,800 square foot department store at its Lakeshore Marketplace in Norton Shores, Michigan (a suburb of Muskegon, Michigan). Target will join Barnes & Noble, TJ Maxx, Elder-Beerman and Hobby Lobby, bringing the total square footage of the center to approximately 475,000 square feet. In January of 2006, the Company sold a seven shopping center portfolio that comprised approximately 935,000 square feet for $47 million and a non-FFO gain of approximately $900,000. The proceeds from the sale were used to pay down the Company's unsecured revolving credit facility. The centers sold were part of the Company's plan to sell assets located in non-strategic markets with limited opportunities for growth. Development In the fourth quarter, the Company celebrated the grand opening of the first phase of its River City Marketplace in Jacksonville, Florida. During the quarter, the Company completed negotiations with three additional anchor tenants finalizing the anchor leasing for the entire center. The anchor tenancies account for over 682,000 square feet and include Wal-Mart, Lowe's, Best Buy, Ashley Furniture, Gander Mountain, Wallace (Hollywood) Theatre, Ross Dress for Less, Michael's, Petsmart, Bed, Bath & Beyond, OfficeMax and Old Navy. In addition, the Company has completed ten outlot sales and leased approximately 167,000 square feet of in-line retail space at the center. At completion, the shopping center complex will comprise approximately 1.2 million square feet. At year-end, the Company had two additional development projects in process: Rossford Pointe in Rossford, Ohio and The Shoppes of Fairlane Meadows, in Dearborn, Michigan. Both centers are being developed on parcels of land adjacent to shopping centers owned by the Company. As of December 31, 2006, the Company had spent $89.2 million on the developments in progress, which have an estimated total project cost of $117.2 million. Asset Management During the year, the Company completed 10 value-added redevelopments with a total project cost of $25.5 million producing an 11.2% return on new dollars invested. Each of the projects involved the addition or expansion of a national or regional anchor retailer eager to increase its presence in the marketplace. The Company is currently expanding/redeveloping five additional shopping centers. Three of the projects are in metropolitan Michigan markets with superior demographics. The projects include Troy Marketplace and Hunter's Square, both in Oakland County in suburban Detroit. These two centers are part of the Company's joint venture with ING/Clarion. The third redevelopment project in Michigan is Lakeshore Marketplace in Norton Shores (a suburb of Muskegon). These three projects combined impact approximately 253,000 square feet of retail space at the centers. The other two projects are West Allis Towne Centre in West Allis, Wisconsin and Paulding Pavilion in Hiram, Georgia. All of the projects were started in 2006. As of year-end the Company had spent $1.9 million on these redevelopments, which have an estimated project cost of $18.4 million. Leasing/Same Center Operating Results During 2006, the Company opened 124 new non-anchor stores in 394,926 square feet, at an average base rent of $16.64 per square foot, an increase of 10.1% over portfolio average rents. The Company also renewed 171 non-anchor leases in 544,519 square feet, at an average base rent of $14.94 per square foot, an increase of 10.1% over prior rental rates. Additionally, the Company signed 18 new anchor leases and renewed 9 anchors during the year. Overall, portfolio average base rents increased 5.6% to $10.09 per square foot in 2006 from $9.55 in 2005. On an annual basis, same-center property operating income increased 1.8%. At year-end, the portfolio was 93.6% leased. Debt and Market Capitalization Total debt at year-end was $676.2 million with an average interest rate of 6.3% and an average maturity of 45 months. Of that total debt, $499.8 million was fixed rate debt and $176.4 million was variable rate debt. Total capitalization for the Company was approximately $1.5 billion at December 31, 2006, with debt to market capitalization ratio of 44.5%. Dividend In March 2006, the Company's Board of Trustees approved a 2.3% increase in the annual common share dividend paid quarterly in the months of April, July, October and January. The increase raised the 2006 annual dividend from $1.75 to $1.79. On January 2, 2007, the Company paid a fourth quarter dividend of $0.4475 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, 2006 through December 31, 2006 to shareholders of record on December 20, 2006. Earnings Guidance/Conference Call The Company expects 2007 annual diluted FFO per share to be between $2.61 and $2.69, and plans to discuss these estimates as part of its fourth quarter conference call. In addition, the Company expects earnings per diluted common share to be between $0.80 and $0.85. Management considers funds from operations, also known as "FFO" to be an appropriate supplemental measure of financial performance for a REIT. Please see the reconciliation of funds from operations to net income later in this press release. Ramco-Gershenson will host a live broadcast of its fourth quarter/year-end conference call on February 22, 2007 at 10:00 a.m. eastern time, to discuss its financial results and 2007 guidance. The live broadcast will be available online at www.rgpt.com and www.streetevents.com and also by telephone at (800) 638-5439 (passcode 93100334). A replay will be available shortly after the call on the aforementioned websites (for ninety days) or by telephone at (888) 286-8010, passcode 67548830 (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, headquartered in Farmington Hills, Michigan, 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. As of December 31, 2006, Ramco-Gershenson owned interests in 81 shopping centers totaling approximately 18.3 million square feet of gross leasable area in Michigan, Florida, Georgia, Ohio, Wisconsin, Tennessee, Indiana, New Jersey, Virginia, South Carolina, North Carolina, and Maryland. For further information on Ramco-Gershenson Properties Trust visit the Company's website at www.rgpt.com. This press release contains forward-looking statements with respect to the operation of certain of the Trust's properties. Management of Ramco-Gershenson believes the expectations reflected in the forward-looking statements made in this document are based on reasonable assumptions. Certain factors could occur that might cause actual results to vary. These include general economic conditions, the strength of key industries in the cities in which the Trust's properties are located, the performance of the Trust's tenants at the Trust's properties and elsewhere and other factors discussed in the Trust's reports filed with the Securities and Exchange Commission. RAMCO-GERSHENSON PROPERTIES TRUST CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) For the Three Months For the Twelve Months Ended December 31, Ended December 31, -------------------- --------------------- 2006 2005 2006 2005 ---------- --------- ---------- ---------- Revenues Minimum rents $25,381 $23,937 $100,494 $95,163 Percentage rents 312 191 922 749 Recoveries from tenants 11,245 9,923 42,165 39,466 Fees and management income 1,603 1,619 5,676 5,478 Other income 900 494 3,992 4,023 ---------- --------- ---------- ---------- Total revenues 39,441 36,164 153,249 144,879 ---------- --------- ---------- ---------- Expenses Real estate taxes 6,110 4,529 20,903 18,334 Recoverable operating expenses 6,141 6,127 23,377 22,023 Depreciation and amortization 8,617 7,447 32,675 30,572 Other operating 835 1,604 3,717 3,261 General and administrative 2,276 2,930 13,000 13,509 Interest expense 12,083 10,570 45,409 42,421 ---------- --------- ---------- ---------- Total expenses 36,062 33,207 139,081 130,120 ---------- --------- ---------- ---------- Income from continuing operations before gain on sale of real estate assets, minority interest and earnings from unconsolidated entities 3,379 2,957 14,168 14,759 Gain on sale of real estate assets 20,451 510 23,388 1,136 Minority interest (3,692) (690) (6,241) (2,833) Earnings from unconsolidated entities 646 859 3,002 2,400 ---------- --------- ---------- ---------- Income from continuing operations 20,784 3,636 34,317 15,462 Income from discontinued operations (21) 1,003 1,307 3,031 ---------- --------- ---------- ---------- Net income 20,763 4,639 35,624 18,493 Preferred stock dividends (1,664) (1,664) (6,655) (6,655) ---------- --------- ---------- ---------- Net income available to common shareholders $19,099 $2,975 $28,969 $11,838 ========== ========= ========== ========== Basic earnings per share: Income from continuing operations $1.15 $0.12 $1.66 $0.52 Income from discontinued operations 0.00 0.06 0.08 0.18 ---------- --------- ---------- ---------- Net income $1.15 $0.18 $1.74 $0.70 ========== ========= ========== ========== Diluted earnings per share: Income from continuing operations $1.09 $0.12 $1.65 $0.52 Income from discontinued operations 0.00 0.06 0.08 0.18 ---------- --------- ---------- ---------- Net income $1.09 $0.18 $1.73 $0.70 ========== ========= ========== ========== Basic weighted average shares outstanding 16,572 16,841 16,665 16,837 ========== ========= ========== ========== Diluted weighted average shares outstanding 18,542 16,879 16,718 16,880 ========== ========= ========== ========== RAMCO-GERSHENSON PROPERTIES TRUST CALCULATION OF FUNDS FROM OPERATIONS (In thousands, except per share amounts) (unaudited) Three Months Ended Twelve Months Ended December 31, December 31, ------------------ ------------------- 2006 2005 2006 2005 --------- -------- ---------- -------- Net income $20,763 $4,639 $35,624 $18,493 Add: Depreciation and amortization expense 9,230 7,967 35,068 33,335 Minority interest in partnership: Continuing operations 3,692 690 6,241 2,833 Discontinued operations - 175 69 527 Less: Loss (gain) on sale of depreciable property (19,084) 16 (19,109) (637) Discontinued operations, (gain) loss on sale 12 - (914) - --------- -------- ---------- -------- Funds from operations 14,613 13,487 56,979 54,551 Less: Preferred stock dividends (594) (1,664) (2,375) (6,655) --------- -------- ---------- -------- Funds from operations available to common shareholders (1) $14,019 $11,823 $54,604 $47,896 ========= ======== ========== ======== Weighted average equivalent shares outstanding (2) Basic 19,499 19,770 19,594 19,766 ========= ======== ========== ======== Diluted 21,469 19,808 21,536 19,810 ========= ======== ========== ======== Funds from operations available for common shareholders, per diluted share $0.65 $0.60 $2.54 $2.42 ========= ======== ========== ======== (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) In 2006, the Company's Series C Preferred Shares were dilutive and, therefore, the dividends paid did not impact our diluted FFO. For the three months and year ended December 31, 2006, 1,889 Series C Preferred Shares were included in the calculation of the diluted weighted average equivalent shares outstanding. In 2005, the shares were antidilutive and reduced diluted FFO by $1.1 million for dividends paid during the three months ended December 31, 2005 and by $4.3 million for dividends paid during the year ended December 31, 2005. RAMCO-GERSHENSON PROPERTIES TRUST CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts) December 31, ----------------------- 2006 2005 ----------- ----------- Assets Investment in real estate, net $897,975 $922,103 Real estate assets held for sale - 61,995 Cash and cash equivalents 19,322 14,929 Accounts receivable, net 33,692 32,341 Equity investments in and advances to unconsolidated entities 75,824 53,398 Other assets, net 38,057 40,509 ----------- ----------- Total Assets $1,064,870 $1,125,275 =========== =========== Liabilities and Shareholders' Equity Mortgages and notes payable $676,225 $724,831 Accounts payable and accrued expenses 26,424 31,353 Distributions payable 10,391 10,316 Capital lease obligation 7,682 7,942 ----------- ----------- Total Liabilities 720,722 774,442 Minority Interest 39,565 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 issued and outstanding, liquidation value of $25,000 23,804 23,804 7.95% Series C Cumulative Convertible Preferred Shares; 1,889 issued as of December 31, 2006 and 2005, 1,888 and 1,889 outstanding as of December 31, 2006 and 2005, respectively, liquidation value of of $53,808 51,714 51,741 Common Shares of Beneficial Interest, par value $.01, 30,000 shares authorized; 16,580and 16,847 issued and outstanding, as of December 31, 2006 and 2005, respectively 166 168 Additional paid-in capital 335,738 343,011 Accumulated other comprehensive income (loss) 247 (44) Cumulative distributions in excess of net income (107,086) (106,270) ----------- ----------- Total Shareholders' Equity 304,583 312,410 ----------- ----------- Total Liabilities and Shareholders' Equity $1,064,870 $1,125,275 =========== =========== CONTACT: Ramco-Gershenson Properties Trust Dennis Gershenson, President & CEO or Richard Smith, CFO, 248-350-9900 Fax: 248-350-9925 -----END PRIVACY-ENHANCED MESSAGE-----