-----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, K9yhJuv8mPPjF14JhPFu1kgs41XON+yg2EWWRoaSFtR/MeRn775P9IALkrVlwIUr lYVnFNc0HYyaeMgI68fSRw== 0001157523-07-010116.txt : 20071024 0001157523-07-010116.hdr.sgml : 20071024 20071023174317 ACCESSION NUMBER: 0001157523-07-010116 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071023 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071024 DATE AS OF CHANGE: 20071023 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: 071186390 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 a5525923.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): October 23, 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 October 23, 2007, Ramco-Gershenson Properties Trust issued a press release with respect to its results of operations and financial condition for the three months ended September 30, 2007. A copy of the October 23, 2007 press release is filed herewith as Exhibit 99.1 and is hereby incorporated by reference. Item 9.01 Financial Statements and Exhibits (d) Exhibits. 99.1 Press release, dated October 23, 2007, entitled "Ramco-Gershenson Properties Trust Reports Results for Third Quarter 2007." 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: October 23, 2007 By: /s/ Richard J. Smith -------------------- Richard J. Smith Chief Financial Officer 3 EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Press release, dated October 23, 2007, entitled "Ramco-Gershenson Properties Trust Reports Results for Third Quarter 2007." 4 EX-99.1 2 a5525923ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Ramco-Gershenson Properties Trust Reports Results for Third Quarter 2007 FARMINGTON HILLS, Mich.--(BUSINESS WIRE)--Oct. 23, 2007--Ramco-Gershenson Properties Trust (NYSE:RPT) announced today results for the third quarter ended September 30, 2007. Financial Information for the Third Quarter 2007: -- Diluted FFO per share of $0.66, an increase of 4.8% -- Diluted FFO of $14.1 million -- Total revenues of $37.8 million -- Diluted EPS from continuing operations of $0.15 Company Highlights for the Third Quarter 2007: -- Acquired Nora Plaza in Indianapolis, IN and Old Orchard shopping center in West Bloomfield, MI through joint ventures -- Identified new development in central Florida -- Commenced three additional value-added redevelopment projects -- Increased same center net operating income by 2.3% -- Opened 20 new non-anchor stores, 19.5% over portfolio rental averages -- Renewed 21 non-anchor leases, 11.6% over prior rental rates Financial Results For the three months ended September 30, 2007, diluted Funds from Operations (FFO) increased 4.4% to $14.1 million compared with $13.5 million for the three months ended September 30, 2006. On a per share basis, diluted FFO increased 4.8% to $0.66, compared with $0.63 in 2006. Total revenues decreased 2.6% to $37.8 million, compared to $38.8 million in 2006, as a result of transferring assets to a number of the Company's joint ventures. Income from continuing operations for the quarter was $3.3 million, or $0.15 per diluted share, compared to $4.5 million, or $0.17 per diluted share in 2006, as a result of decrease in the gains on sale of real estate assets. For the nine months ended September 30, 2007, diluted FFO increased 1.7% to $41.3 million compared with $40.6 million for the nine months ended September 30, 2006. On a per share basis, diluted FFO increased 2.1% to $1.92, compared with $1.88 in 2006. Total revenues increased 1.1% to $115.1 million, compared to $113.8 million in 2006. Income from continuing operations was $38.2 million, or $1.96 per diluted share, compared to $13.5 million, or $0.51 per diluted share in 2006. Income from continuing operations was positively impacted by a $26.7 million (net of minority interest) gain on the sale of real estate assets in 2007. "I am pleased to report positive earnings and solid operational results for the quarter," said Dennis Gershenson, President and Chief Executive Officer. "The Company continues to source acquisitions for its joint ventures and during the quarter we completed our $450 million commitment with ING Clarion. Our development pipeline now includes four projects that are all moving through the entitlement process. We are very enthusiastic about the value-added redevelopment opportunities in our core portfolio and have identified 14 additional projects, which will commence throughout the remainder of 2007 and into 2008. Our goal is to continue to execute a business plan this year and next that generates long-term growth and maximizes shareholder value." Operating Highlights Joint Venture Acquisitions During the quarter, the Company acquired the Old Orchard shopping center in West Bloomfield, Michigan, as part of its joint venture with ING Clarion. Old Orchard is a 95,000 square foot shopping center previously anchored by a 54,000 square foot Farmer Jack (A & P) Supermarket. The center's location in an affluent, densely populated trade area creates a unique opportunity to completely redevelop the property. The purchase of this asset plus the redevelopment capital anticipated for the center will fill the $450 million commitment for the ING Clarion joint venture, which was formed in December 2004. Additional acquisitions for this joint venture will be subject to the approval of the partnership on an asset by asset basis. During the quarter, the Company also acquired Nora Plaza in Indianapolis, Indiana, through a newly formed joint venture with Heitman LLC. Nora Plaza is a 264,000 square foot community shopping center anchored by Wild Oats Natural Marketplace, Marshalls and Target, a shadow anchor. Ramco-Gershenson holds a 7% interest in the joint venture. Development As previously announced, the Company is in various stages of development on a number of new projects, each located at major highway interchanges in metropolitan markets: -- The Town Center at Aquia in Stafford, Virginia (a suburb of Washington D.C.), involves the complete demolition of an existing 200,000 square foot shopping center currently owned by the Company and the development of a 730,000 square foot mixed-use complex, including retail, entertainment and office as well as approximately 350 residential units. The Company is nearing completion on the construction of the first retail/office building on the site. Northrop Grumman has signed a lease to occupy 49,000 square feet or approximately half of the office building and will take possession of its space in the fourth quarter of 2007. The total project cost is estimated at $165 million. -- Hartland Towne Square in Hartland Township, Michigan, is being developed as a 550,000 square foot open-air power center, strategically located an equal commuting distance between four major business centers in the state. The Meijer discount department store chain has committed to build a 192,000 square foot superstore at the shopping center. Ramco-Gershenson is currently in negotiations with a major home improvement operator as the second anchor for the project. Plans also include at least three mid-box national retailers as well as a number of outlots. An entertainment component is also being considered for the development. The project is currently in the governmental approval stage and site work is expected to commence within the next 120 days. The project is being developed through a joint venture and is expected to cost $50 million. -- Northpointe Town Center in Jackson, Michigan, is being developed in a power/town center format and will encompass approximately 575,000 square foot of retail, entertainment and office space. Negotiations are currently underway with a number of national anchor retailers for the shopping center. The project is on schedule for ground breaking in the spring of 2008. The site is located at two expressway interchanges in close proximity to two other successful Ramco-Gershenson properties. The overwhelming tenant demand at these existing centers was the driving force for an additional shopping center in the market. The total project cost is estimated at $70 million. During the quarter, the Company made substantial progress on one additional development. The project is located in central Florida in close proximity to a number of the Company's existing shopping centers. The planned development will encompass approximately 300,000 square feet of retail space in a traditional power center format. The estimated project cost is $45 million. Also during the quarter, the Company completed the sale of a 2.5 acre parcel adjacent to its River City Marketplace in Jacksonville, Florida, to a joint venture of which the Company is a partner. Ramco-Gershenson will develop and lease the parcel earning market fees for its services. After this sale, only four outlots and 13,000 square feet of in-line space, in a project encompassing over 900,000 square feet, remain to be leased at the property. Redevelopment During the quarter, the Company commenced three additional value-added redevelopment projects. Two of the projects are at shopping centers purchased this year through the Company's ING Clarion joint venture. At the Old Orchard shopping center in West Bloomfield, Michigan, a complete shopping center revitalization including the retenanting of a 54,000 square foot anchor space previously occupied by a Farmer Jack (A & P) Supermarket is currently underway. At Cocoa Commons in Cocoa Beach, Florida, construction has begun for 15,000 square foot of additional small shop space, doubling the amount currently available at the center. The third project at Holcomb Center in Roswell, Georgia, involves the retenanting of a vacant 40,000 square foot A & P Supermarket. Facade and structural improvements will accompany the retenanting at this wholly-owned asset. At September 30, 2007, including the projects mentioned above, the Company was actively redeveloping seven shopping centers impacting approximately 415,000 square feet with a total estimated project cost of $34.7 million. In addition, the Company has identified 14 new value-added redevelopment projects at Company owned or joint venture assets, which should commence over the next 15 months. Leasing During the third quarter, for both core and joint venture properties, 20 new non-anchor stores opened in 63,134 square feet, at an average base rent of $18.77 per square foot, an increase of 19.5% over portfolio average rents. In addition, 21 non-anchor leases were renewed impacting 83,947 square feet, at an average base rent of $14.95 per square foot, an increase of 11.6% over prior rental rates. Same center property operating income for the quarter increased 2.3%. At September 30, 2007, the portfolio was 93.7% occupied. Debt and Market Capitalization Total debt at quarter-end was approximately $676.4 million with an average interest rate of 6.1% and an average maturity of 52 months. Of that total, $557.2 million was fixed rate debt and $119.2 million was variable rate debt. As of September 30, 2007, debt to market capitalization was 49.4% and total capitalization approximated $1.4 billion. Preferred Share Redemption/Dividend Subsequent to quarter-end, the Company announced that it will redeem all of its outstanding 9.5% Series B cumulative convertible preferred shares of beneficial interest, (NYSE:RPT.PRB) on November 12, 2007. The 1,000,000 Series B preferred shares will be redeemed at $25.00 per share, plus accrued and unpaid dividends. On October 2, 2007, the Company paid a third quarter common share dividend of $0.4625 per share and a third quarter dividend of $0.5938 per Series B cumulative redeemable preferred share for the period of July 1, 2007 through September 30, 2007, to shareholders of record on September 20, 2007. Earnings Guidance/Conference Call The Company expects 2007 annual diluted FFO per share to be between $2.61 and $2.69. In addition, the Company expects earnings per diluted common share to be between $2.10 and $2.20. 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 third quarter conference call on Wednesday, October 24, 2007, at 10:00 a.m. eastern time, to discuss its financial results. The live broadcast will be available online at www.rgpt.com and www.streetevents.com and also by telephone at (866) 202-4683, passcode 82236307. A replay will be available shortly after the call on the aforementioned websites (for ninety days) or by telephone at (888) 286-8010, passcode 76829975 (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. The Trust owns interests in 86 shopping centers totaling approximately 19.2 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 Trust'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 press release 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 AND COMPREHENSIVE INCOME (In thousands, except per share amounts) (Unaudited) For the Three Months For the Nine Months Ended September 30, Ended September 30, -------------------- ------------------- 2007 2006 2007 2006 ---------- -------- --------- --------- REVENUES: Minimum rents $ 24,102 $25,328 $ 72,870 $ 75,113 Percentage rents 117 225 525 610 Recoveries from tenants 10,452 10,738 32,921 30,920 Fees and management income 1,132 1,312 5,162 4,073 Other income 1,949 1,212 3,625 3,092 ---------- -------- --------- --------- Total revenues 37,752 38,815 115,103 113,808 ---------- -------- --------- --------- EXPENSES: Real estate taxes 5,072 5,025 15,304 14,793 Recoverable operating expenses 5,968 6,000 18,225 17,236 Depreciation and amortization 8,132 8,105 24,600 24,058 Other operating 770 1,263 2,044 2,882 General and administrative 4,043 3,328 10,950 10,724 Interest expense 9,887 11,767 31,649 33,326 ---------- -------- --------- --------- Total expenses 33,872 35,488 102,772 103,019 ---------- -------- --------- --------- Income from continuing operations before gain (loss) on sale of real estate assets, minority interest and earnings from unconsolidated entities 3,880 3,327 12,331 10,789 Gain (loss) on sale of real estate assets (107) 1,204 31,269 2,937 Minority interest (1,177) (877) (7,212) (2,549) Earnings from unconsolidated entities 688 864 1,806 2,356 ---------- -------- --------- --------- Income from continuing operations 3,284 4,518 38,194 13,533 ---------- -------- --------- --------- Discontinued operations, net of minority interest: Gain (loss) on sale of real estate assets - (28) - 926 Income from operations - 9 - 402 ---------- -------- --------- --------- Income (loss) from discontinued operations - (19) - 1,328 ---------- -------- --------- --------- Net income 3,284 4,499 38,194 14,861 Preferred stock dividends (593) (1,664) (2,863) (4,991) Loss on redemption of preferred shares - - (35) - ---------- -------- --------- --------- Net income available to common shareholders $ 2,691 $ 2,835 $ 35,296 $ 9,870 ========== ======== ========= ========= Basic earnings per common share: Income from continuing operations $ 0.15 $ 0.17 $ 2.00 $ 0.51 Income from discontinued operations - - - 0.08 ---------- -------- --------- --------- Net income $ 0.15 $ 0.17 $ 2.00 $ 0.59 ========== ======== ========= ========= Diluted earnings per common share: Income from continuing operations $ 0.15 $ 0.17 $ 1.96 $ 0.51 Income from discontinued operations - - - 0.08 ---------- -------- --------- --------- Net income $ 0.15 $ 0.17 $ 1.96 $ 0.59 ========== ======== ========= ========= Basic weighted average common shares outstanding 18,469 16,569 17,642 16,698 ========== ======== ========= ========= Diluted weighted average common shares outstanding 18,520 16,621 18,544 16,739 ========== ======== ========= ========= COMPREHENSIVE INCOME Net income $ 3,284 $ 4,499 $ 38,194 $ 14,861 Other comprehensive income: Unrealized gain (loss) on interest rate swaps (727) (1,005) (530) 190 ---------- -------- --------- --------- Comprehensive income $ 2,557 $ 3,494 $ 37,664 $ 15,051 ========== ======== ========= ========= RAMCO-GERSHENSON PROPERTIES TRUST CALCULATION OF FUNDS FROM OPERATIONS (1) (In thousands, except per share amounts) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, ------------------ ------------------ 2007 2006 2007 2006 --------- -------- --------- -------- Net Income $ 3,284 $ 4,499 $ 38,194 $14,861 Add: Depreciation and amortization expense 9,192 8,713 27,445 25,838 Minority interest in partnership: Continuing operations 1,222 877 7,212 2,549 Discontinued operations - - - 69 Less: Loss (gain) on sale of real estate (2) 1,017 (25) (29,797) (25) Discontinued operations, gain (loss) on sale of real estate, net of minority interest - 28 - (926) --------- -------- --------- -------- Funds from operations 14,715 14,092 43,054 42,366 Less: Series B Preferred Stock dividends (593) (593) (1,781) (1,781) --------- -------- --------- -------- Funds from operations available to common shareholders $14,122 $13,499 $ 41,273 $40,585 ========= ======== ========= ======== Weighted average equivalent shares outstanding, diluted 21,439 21,439 21,464 21,557 ========= ======== ========= ======== Funds from operations available to common shareholders per diluted share $ 0.66 $ 0.63 $ 1.92 $ 1.88 ========= ======== ========= ======== (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) Excludes gain on sale of undepreciated land of $1,472 in 2007 and $2,911 in 2006. RAMCO-GERSHENSON PROPERTIES TRUST CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts) September 30, December 31, 2007 2006 ------------- ------------ (Unaudited) ASSETS Investment in real estate, net $ 916,901 $ 897,975 Cash and cash equivalents 7,662 11,550 Restricted cash 9,664 7,772 Accounts receivable, net 34,736 33,692 Equity investments in and advances to unconsolidated entities 79,020 75,824 Other assets, net 39,073 38,057 ------------- ------------ Total Assets $1,087,056 $1,064,870 ============= ============ LIABILITIES Mortgages and notes payable $ 676,383 $ 676,225 Accounts payable and accrued expenses 36,036 26,424 Distributions payable 10,478 10,391 Capital lease obligation 7,504 7,682 ------------- ------------ Total Liabilities 730,401 720,722 Minority Interest 42,653 39,565 SHAREHOLDERS' EQUITY Preferred Shares of Beneficial Interest, par value $0.01, 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 1,888 shares outstanding and liquidation value of $53,808, as of December 31, 2006 - 51,714 Common Shares of Beneficial Interest, par value $0.01, 45,000 shares authorized; 18,469 and 16,580 issued and outstanding as of September 30, 2007 and December 31, 2006, respectively 185 166 Additional paid-in capital 386,824 335,738 Accumulated other comprehensive income (loss) (283) 247 Cumulative distributions in excess of net income (96,528) (107,086) ------------- ------------ Total Shareholders' Equity 314,002 304,583 ------------- ------------ Total Liabilities and Shareholders' Equity $1,087,056 $1,064,870 ============= ============ CONTACT: Ramco-Gershenson Properties Trust Dennis Gershenson, President & CEO or Richard Smith, CFO, 248-350-9900 FAX: 248-350-9925 -----END PRIVACY-ENHANCED MESSAGE-----