-----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, N/SrnqAdZnMHky1SUjyMky1zBLk/Ad2/pQ2Ia1UgxzwFDvG5rK4wiRghPBe3EbTp lmKyUceZ1LyCB+UCfx1WqQ== 0001157523-09-002921.txt : 20090423 0001157523-09-002921.hdr.sgml : 20090423 20090423171030 ACCESSION NUMBER: 0001157523-09-002921 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090423 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090423 DATE AS OF CHANGE: 20090423 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: 09767274 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 a5947829.htm 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 23, 2009



RAMCO-GERSHENSON PROPERTIES TRUST
(Exact name of registrant as specified in its Charter)


Maryland

1-10093

13-6908486

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

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 23, 2009, Ramco-Gershenson Properties Trust issued a press release with respect to its results of operations and financial condition for the three months ended March 31, 2009.  A copy of the April 23, 2009, 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 April 23, 2009, entitled “Ramco-Gershenson Properties Trust Reports Financial Results for the First Quarter 2009.”
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 23, 2009

By:

/s/ Richard J. Smith

Richard J. Smith

Chief Financial Officer

3

EXHIBIT INDEX

Exhibit

Description

 
99.1

Press release, dated April 23, 2009, entitled “Ramco-Gershenson Properties Trust Reports Financial Results for the First Quarter 2009.”

4

EX-99.1 2 a5947829-ex991.htm EXHIBIT 99.1

Exhibit 99.1

Ramco-Gershenson Properties Trust Reports Financial Results for the First Quarter 2009

FARMINGTON HILLS, Mich.--(BUSINESS WIRE)--April 23, 2009--Ramco-Gershenson Properties Trust (NYSE:RPT) today announced results for the first quarter ended March 31, 2009.

First Quarter 2009 Highlights:

  • Opened 19 new tenants totaling 51,989 square feet, at rents 34.3% above portfolio average
  • Renewed 79 existing lease agreements totaling 662,831 square feet, at rents 6.4% over prior rental rates
  • Executed 26 new leases totaling 109,638 square feet, at rents 49.2% above portfolio average
  • Signed 40,000 square foot lease for Studio Movie Grill at Holcomb Center in Roswell, GA
  • Completed 27,600 square foot lease for Ross Dress for Less at Marketplace of Delray in Delray Beach, FL
  • Posted an operating expense recovery ratio of 99.0% for the overall portfolio

Funds from operations (FFO) for the first quarter 2009 was $11.9 million, or $0.56 per diluted share, compared to $13.2 million or $0.62 per diluted share for the same period in 2008. The decline in FFO for the quarter was primarily attributable to an increase in bad debt reserves for Circuit City combined with a reduction in revenues resulting from asset sales to joint ventures that occurred during 2008.

Net income available to RGPT common shareholders for the first quarter of 2009 was $2.3 million or $0.12 per diluted share, compared to net income available to RGPT common shareholders of $11.4 million or $0.62 per diluted share for the first quarter of 2008. The change in year-over-year net income is primarily attributable to a decrease in asset sales to joint ventures over 2008 levels.

“I am pleased to report that in addition to meeting our financial objectives for the quarter, we made significant strides in key areas of our business, including retaining our existing tenants, signing more new lease agreements than in comparable periods in both 2008 and 2007 and advancing our value-added redevelopment program. I am also pleased to report we maintained an overall occupancy rate of 91%,” said Dennis Gershenson, President and Chief Executive Officer. “Our performance in these key areas is impressive, notwithstanding the unfavorable market conditions.”

“While executing on our business plan, the Company continues on its parallel path of reviewing various strategic and financial alternatives in order to best serve the interests of our shareholders. We remain committed to maintaining a portfolio of well-leased assets, improving our balance-sheet and increasing value for our shareholders.”

Operating Portfolio Statistics


As of March 31, 2009, the Company owned equity interests in 89 retail shopping centers totaling approximately 19.8 million square feet consisting of 51 core operating properties, 29 properties held through joint ventures and nine properties currently under redevelopment, which consists of both core operating properties and joint venture assets. The majority of the Company’s centers are concentrated in metropolitan markets with an average five-mile population base of 193,500 people and an average household income of $77,016. The Company’s average shopping center size is 225,000 square feet and contain on average more than two anchors per center insulating them from any single tenant issue. Ramco-Gershenson’s shopping centers are primarily anchored by those tenants that meet consumer’s everyday needs including grocery stores, discount department stores, pharmacies and other destination oriented retailers. Eighty-two percent of the Company’s rental stream comes from a diverse line-up of national and regional tenants. No single tenant accounts for more than 3.8% of the Company’s annualized base rent and only three tenants contribute more than 2%.

Rent Commencements/Leasing/Occupancy

During the first quarter, 19 new stores opened in 51,989 square feet, at an average base rent of $14.53 per square foot, an increase of 34.3% over portfolio average rents. In addition, 79 leases for existing tenants were renewed encompassing 662,831 square feet, at an average base rent of $10.41 per square foot, an increase of 6.4% over prior rental rates.

Also during the quarter, the Company signed 26 new leases encompassing 109,638 square feet, at an increase of 49.2% above portfolio average rents. This leasing velocity compares favorably to the 24 new leases signed in 2008 and the 25 leases signed in 2007, for the same period.

At March 31, 2009, same center occupancy was 94.1%. Including current redevelopment projects in various stages of completion, occupancy was 90.9%.

Redevelopment Projects

As of March 31, 2009, the Company had eight value-added redevelopment projects in progress all with commitments for the expansion or the addition of an anchor tenant. The Company plans to spend approximately $12.7 million on these projects for the remainder of 2009. Including the Company’s pro-rata share of joint venture properties, the redevelopments are expected to produce a 12.0% stabilized return on cost.

Development Projects

As previously announced, the Company is taking a conservative approach to the development of new shopping centers. As of March 31, 2009, the Company had two projects under construction and three projects in the pre-development phase. For the remainder of 2009, the Company anticipates spending $1.1 million on its development program. The Company maintains that no further investment in development projects will commence without substantial pre-leasing and anchor tenant commitments.

Debt/Capital Plan

Total debt at quarter-end approximated $665.7 million with an average interest rate of 4.8% and an average maturity of 54 months. Of that total, $481.4 million is fixed rate debt and $184.3 million is variable rate debt.

Dividend


On April 1, 2009, the Company paid a first quarter common share dividend of $0.2313 per share for the period of January 1, 2009 through March 31, 2009, to shareholders of record on March 20, 2009, based on an annualized rate of $0.9252 per share. The Company’s FFO and FAD payout ratio for the quarter were 41.5% and 43.1%, respectively.

2009 FFO Guidance

As previously announced, the Company is projecting 2009 annual diluted FFO per share to be between $2.21 and $2.34. In addition, the Company expects earnings per diluted common share to be between $0.56 and $0.60.

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.

Conference Call

Ramco-Gershenson Properties Trust will host a live broadcast of its first quarter conference call on Friday, April 24, at 11:00 a.m. eastern time, to discuss its first quarter financial results. The live broadcast will be available online at www.rgpt.com and www.investorcalendar.com and also by telephone at (877) 407-8033, no pass code. A replay will be available shortly after the call on the aforementioned websites (for ninety days) or by telephone at (877) 660-6853, (Pass code-Account #286, Conference ID # 318944), 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.

About Ramco-Gershenson Properties Trust

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 89 shopping centers totaling approximately 19.8 million square feet of gross leasable area in Michigan, Florida, Georgia, Ohio, Wisconsin, Tennessee, Indiana, New Jersey, Virginia, South Carolina, North Carolina, Maryland and Illinois. For additional information regarding 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.


 
Consolidated Statements of Income
(in thousands)
 
 

 

Three Months Ended March 31,

 
2009 2008
 
Revenues:
Minimum rents $ 21,379 $ 23,020
Percentage rents 253 364
Recoveries from tenants 10,647 11,083
Fees and management income 1,129 1,422
Other income   353     485  
Total revenues   33,761     36,374  
Expenses:
Real estate taxes 4,710 4,847
Recoverable operating expenses 6,043 6,582
Depreciation and amortization 7,793 7,955
Other operating 1,264 1,048
General and administrative 4,085 3,805
Interest expense   8,104     9,779  
Total expenses   31,999     34,016  
Income from continuing operations before gain on sale
of real estate assets and earnings from unconsolidated entities 1,762 2,358
Gain on sale of real estate assets 348 10,184
Earnings from unconsolidated entities   520     897  
Income from continuing operations   2,630     13,439  
Discontinued operations:
Income from operations   -     97  
Income from discontinued operations   -     97  
Net Income 2,630 13,536
Less: Net income attributable to the noncontrolling interest
in subsidiaries   (380 )   (2,091 )
Net income attributable to RGPT common shareholders $ 2,250   $ 11,445  
 
Amounts attributable to RGPT common shareholders:
Income from continuing operations $ 2,250 $ 11,361
Income from discontinued operations   -     84  
Net Income $ 2,250   $ 11,445  

 
Calculation of Funds from Operations
(in thousands, except per share amounts)
   
 
Three Months Ended March 31,
2009 2008

Calculation of Funds from Operations:

Net income attributable to RGPT common shareholders $ 2,250 $ 11,445
Add:
Depreciation and amortization expense 9,283 9,415
Noncontrolling interest in partnership: 380 2,090
Less:
Gain on sale of depreciable real estate   -   (9,761 )
 
Funds from operations available to common shareholders,
assuming conversion of OP units $ 11,913 $ 13,189  
 
Weighted average equivalent shares outstanding, diluted   21,398   21,419  
 
Funds from operations available to RGPT common shareholders,
per diluted share $ 0.56 $ 0.62  

   
Consolidated Balance Sheets
(in thousands)
 
 
March 31, December 31,
2009 2008
 
ASSETS
Investment in real estate, net $ 829,006 $ 830,392
Cash and cash equivalents 7,946 5,295
Restricted cash 5,071 4,891
Accounts receivable, net 33,288 40,736
Equity investments in and advances to unconsolidated entities 103,580 95,867
Other assets, net   35,893     37,345  
 
Total Assets $ 1,014,784   $ 1,014,526  
 
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgages and notes payable $ 665,735 $ 662,601
Accounts payable and accrued expenses 25,960 26,751
Distributions payable 4,951 4,945
Capital lease obligation   7,126     7,191  
Total Liabilities 703,772 701,488
 
SHAREHOLDERS' EQUITY
Ramco-Gershenson Properties Trust ("RGPT") shareholders' equity:
Common Shares of Beneficial Interest 185 185
Additional paid-in capital 389,730 389,528
Accumulated other comprehensive loss (3,693 ) (3,851 )
Cumulative distributions in excess of net income   (114,746 )   (112,671 )
Total RGPT Shareholders' Equity 271,476 273,191
Noncontrolling interest in subsidiaries   39,536     39,847  
Total Shareholders' Equity   311,012     313,038  
 
Total Liabilities and Shareholders' Equity $ 1,014,784   $ 1,014,526  

CONTACT:
Ramco-Gershenson Properties Trust
Dawn Hendershot, 248-592-6202
Director of Investor Relations and Corporate Communications

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