MARYLAND
|
13-6908486
|
|
(State of other jurisdiction of incorporation or organization)
|
(I.R.S Employer Identification Numbers)
|
|
31500 Northwestern Highway
Farmington Hills, Michigan
|
48334
|
|
(Address of principal executive offices)
|
(Zip Code)
|
248-350-9900
|
Large accelerated filer o
|
Accelerated filer x
|
Non-accelerated filer o
(Do not check if a smaller
reporting company)
|
Smaller reporting company o
|
Page No.
|
||
3
|
||
4
|
||
5
|
||
6
|
||
7
|
||
23
|
||
33
|
||
34
|
||
35
|
||
35
|
||
35
|
RAMCO-GERSHENSON PROPERTIES TRUST
|
||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
||||||||
(In thousands, except per share amounts)
|
||||||||
March 31,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Income producing properties, at cost:
|
||||||||
Land
|
$ | 251,043 | $ | 166,500 | ||||
Buildings and improvements
|
1,203,227 | 952,671 | ||||||
Less accumulated depreciation and amortization
|
(240,350 | ) | (237,462 | ) | ||||
Income producing properties, net
|
1,213,920 | 881,709 | ||||||
Construction in progress and land held for development or sale
|
99,764 | 98,541 | ||||||
Real estate held for sale
|
6,459 | - | ||||||
Net real estate
|
1,320,143 | 980,250 | ||||||
Equity investments in unconsolidated joint ventures
|
28,479 | 95,987 | ||||||
Cash and cash equivalents
|
11,473 | 4,233 | ||||||
Restricted cash
|
5,988 | 3,892 | ||||||
Accounts receivable (net of allowance for doubtful accounts of $2,556
and $2,589 as of March 31, 2013 and December 31, 2012, respectively)
|
7,036 | 7,976 | ||||||
Other assets, net
|
105,834 | 72,953 | ||||||
TOTAL ASSETS
|
$ | 1,478,953 | $ | 1,165,291 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
Mortgages and notes payable:
|
||||||||
Mortgages payable
|
$ | 444,104 | $ | 293,156 | ||||
Unsecured revolving credit facility
|
30,000 | 40,000 | ||||||
Unsecured term loan facilities
|
180,000 | 180,000 | ||||||
Junior subordinated notes
|
28,125 | 28,125 | ||||||
Total mortgages and notes payable
|
682,229 | 541,281 | ||||||
Capital lease obligation
|
5,940 | 6,023 | ||||||
Accounts payable and accrued expenses
|
20,132 | 21,589 | ||||||
Other liabilities
|
40,294 | 26,187 | ||||||
Distributions payable
|
12,306 | 10,379 | ||||||
TOTAL LIABILITIES
|
760,901 | 605,459 | ||||||
Commitments and Contingencies
|
||||||||
Ramco-Gershenson Properties Trust ("RPT") Shareholders' Equity:
|
||||||||
Preferred shares, $0.01 par, 2,000 shares authorized: 7.25% Series D
Cumulative Convertible Perpetual Preferred Shares, (stated at
liquidation preference $50 per share), 2,000 shares issued and
outstanding as of March 31, 2013 and December 31, 2012
|
$ | 100,000 | $ | 100,000 | ||||
Common shares of beneficial interest, $0.01 par, 80,000 shares
authorized, 59,684 and 48,489 shares issued and outstanding as
of March 31, 2013 and December 31, 2012, respectively
|
597 | 485 | ||||||
Additional paid-in capital
|
849,406 | 683,609 | ||||||
Accumulated distributions in excess of net income
|
(255,955 | ) | (249,070 | ) | ||||
Accumulated other comprehensive loss
|
(4,707 | ) | (5,241 | ) | ||||
TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO RPT
|
689,341 | 529,783 | ||||||
Noncontrolling interest
|
28,711 | 30,049 | ||||||
TOTAL SHAREHOLDERS' EQUITY
|
718,052 | 559,832 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$ | 1,478,953 | $ | 1,165,291 |
RAMCO-GERSHENSON PROPERTIES TRUST
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
|
||||||||
(In thousands, except per share amounts)
|
||||||||
(Unaudited)
|
||||||||
Three months ended March 31,
|
||||||||
2013
|
2012
|
|||||||
REVENUE
|
||||||||
Minimum rent
|
$ | 24,666 | $ | 21,030 | ||||
Percentage rent
|
107 | 195 | ||||||
Recovery income from tenants
|
8,407 | 7,711 | ||||||
Other property income
|
533 | 723 | ||||||
Management and other fee income
|
804 | 967 | ||||||
TOTAL REVENUE
|
34,517 | 30,626 | ||||||
EXPENSES
|
||||||||
Real estate taxes
|
4,648 | 4,206 | ||||||
Recoverable operating expense
|
4,217 | 3,821 | ||||||
Other non-recoverable operating expense
|
750 | 680 | ||||||
Depreciation and amortization
|
10,912 | 8,557 | ||||||
General and administrative expense
|
5,500 | 4,878 | ||||||
TOTAL EXPENSES
|
26,027 | 22,142 | ||||||
INCOME BEFORE OTHER INCOME AND EXPENSES, TAX AND DISCONTINUED OPERATIONS
|
8,490 | 8,484 | ||||||
OTHER INCOME AND EXPENSES
|
||||||||
Other expense, net
|
(136 | ) | (112 | ) | ||||
Gain on sale of real estate
|
3,582 | 69 | ||||||
(Loss) earnings from unconsolidated joint ventures
|
(5,674 | ) | 496 | |||||
Interest expense
|
(6,073 | ) | (6,626 | ) | ||||
Amortization of deferred financing fees
|
(341 | ) | (377 | ) | ||||
Deferred gain recognized upon acquisition of real estate
|
5,282 | - | ||||||
INCOME FROM CONTINUING OPERATIONS BEFORE TAX
|
5,130 | 1,934 | ||||||
Income tax provision
|
(43 | ) | (25 | ) | ||||
INCOME FROM CONTINUING OPERATIONS
|
5,087 | 1,909 | ||||||
DISCONTINUED OPERATIONS
|
||||||||
Gain on sale of real estate
|
- | 264 | ||||||
Provision for impairment
|
- | (2,536 | ) | |||||
Income from discontinued operations
|
187 | 311 | ||||||
INCOME (LOSS) FROM DISCONTINUED OPERATIONS
|
187 | (1,961 | ) | |||||
NET INCOME (LOSS)
|
5,274 | (52 | ) | |||||
Net (income) loss attributable to noncontrolling partner interest
|
(225 | ) | 534 | |||||
NET INCOME ATTRIBUTABLE TO RPT
|
5,049 | 482 | ||||||
Preferred share dividends
|
(1,812 | ) | (1,812 | ) | ||||
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS
|
$ | 3,237 | $ | (1,330 | ) | |||
EARNINGS (LOSS) PER COMMON SHARE, BASIC
|
||||||||
Continuing operations
|
$ | 0.06 | $ | 0.01 | ||||
Discontinued operations
|
- | (0.04 | ) | |||||
|
$ | 0.06 | $ | (0.03 | ) | |||
EARNINGS (LOSS) PER COMMON SHARE, DILUTED
|
||||||||
Continuing operations
|
$ | 0.06 | $ | 0.01 | ||||
Discontinued operations
|
- | (0.04 | ) | |||||
$ | 0.06 | $ | (0.03 | ) | ||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
|
||||||||
Basic
|
51,780 | 38,884 | ||||||
Diluted
|
52,212 | 39,150 | ||||||
. | ||||||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
||||||||
Net income (loss)
|
$ | 5,274 | $ | (52 | ) | |||
Other comprehensive income:
|
||||||||
Gain on interest rate swaps
|
558 | 248 | ||||||
Comprehensive income
|
5,832 | 196 | ||||||
Comprehensive income attributable to noncontrolling interest
|
(24 | ) | (14 | ) | ||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO RPT
|
$ | 5,808 | $ | 182 |
RAMCO-GERSHENSON PROPERTIES TRUST
|
||||||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
|
||||||||||||||||||||||||||||
For the three months ended March 31, 2013
|
||||||||||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||
Shareholders' Equity of Ramco-Gershenson Properties Trust
|
||||||||||||||||||||||||||||
Preferred
Shares
|
Common
Shares
|
Additional
Paid-in Capital
|
Accumulated Distributions in Excess of Net Income
|
Accumulated Other Comprehensive Loss
|
Noncontrolling Interest
|
Total Shareholders’ Equity
|
||||||||||||||||||||||
Balance, December 31, 2012
|
$ | 100,000 | $ | 485 | $ | 683,609 | $ | (249,070 | ) | $ | (5,241 | ) | $ | 30,049 | $ | 559,832 | ||||||||||||
Issuance of common shares
|
- | 111 | 165,679 | - | - | - | 165,790 | |||||||||||||||||||||
Share-based compensation and other expense
|
- | 1 | 118 | - | - | - | 119 | |||||||||||||||||||||
Dividends declared to common shareholders
|
- | - | - | (10,042 | ) | - | - | (10,042 | ) | |||||||||||||||||||
Dividends declared to preferred shareholders
|
- | - | - | (1,812 | ) | - | - | (1,812 | ) | |||||||||||||||||||
Distributions declared to noncontrolling interests
|
- | - | - | - | - | (1,587 | ) | (1,587 | ) | |||||||||||||||||||
Dividends declared to deferred shares
|
- | - | - | (80 | ) | - | - | (80 | ) | |||||||||||||||||||
Other comprehensive income adjustment
|
- | - | - | - | 534 | 24 | 558 | |||||||||||||||||||||
Net income
|
- | - | - | 5,049 | - | 225 | 5,274 | |||||||||||||||||||||
Balance, March 31, 2013
|
$ | 100,000 | $ | 597 | $ | 849,406 | $ | (255,955 | ) | $ | (4,707 | ) | $ | 28,711 | $ | 718,052 |
RAMCO-GERSHENSON PROPERTIES TRUST
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
(In thousands)
|
||||||||
(Unaudited)
|
||||||||
Three months ended March 31,
|
||||||||
2013
|
2012
|
|||||||
OPERATING ACTIVITIES
|
||||||||
Net income (loss)
|
$ | 5,274 | $ | (52 | ) | |||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization, including discontinued operations
|
10,982 | 8,872 | ||||||
Amortization of deferred financing fees, including discontinued operations
|
341 | 380 | ||||||
Income tax provision
|
43 | 25 | ||||||
Loss (earnings) from unconsolidated joint ventures
|
5,674 | (496 | ) | |||||
Distributions received from operations of unconsolidated joint ventures
|
2,723 | 973 | ||||||
Provision for impairment from discontinued operations
|
- | 2,536 | ||||||
Deferred gain recognized upon acquisition of real estate
|
(5,282 | ) | - | |||||
Gain on sale of real estate, including discontinued operations
|
(3,582 | ) | (333 | ) | ||||
Amortization of premium on mortgages and notes payable, net
|
(6 | ) | (8 | ) | ||||
Share-based compensation expense
|
518 | 541 | ||||||
Long-term incentive cash compensation expense
|
454 | 35 | ||||||
Changes in assets and liabilities:
|
||||||||
Accounts receivable, net
|
940 | (118 | ) | |||||
Other assets, net
|
670 | 835 | ||||||
Accounts payable, accrued expenses and other liabilities
|
(2,142 | ) | (4,684 | ) | ||||
Net cash provided by operating activities
|
16,607 | 8,506 | ||||||
INVESTING ACTIVITIES
|
||||||||
Acquisition of real estate, net of assumed debt
|
$ | (152,532 | ) | $ | - | |||
Development and capital improvements
|
(6,691 | ) | (6,724 | ) | ||||
Net proceeds from sales of real estate
|
9,619 | 4,897 | ||||||
(Increase) decrease in restricted cash
|
(2,096 | ) | 210 | |||||
Investment in unconsolidated joint ventures
|
(891 | ) | (66 | ) | ||||
Net cash used in investing activities
|
(152,591 | ) | (1,683 | ) | ||||
FINANCING ACTIVITIES
|
||||||||
Repayment of mortgages and notes payable
|
$ | (1,177 | ) | $ | (1,262 | ) | ||
Net repayments on revolving credit facility
|
(10,000 | ) | (10,500 | ) | ||||
Proceeds from issuance of common stock
|
166,081 | 7,786 | ||||||
Repayment of capitalized lease obligation
|
(83 | ) | (78 | ) | ||||
Dividends paid to preferred shareholders
|
(1,812 | ) | (1,812 | ) | ||||
Dividends paid to common shareholders
|
(8,179 | ) | (6,377 | ) | ||||
Distributions paid to operating partnership unit holders
|
(1,606 | ) | (430 | ) | ||||
Net cash provided by (used in) financing activities
|
143,224 | (12,673 | ) | |||||
Net change in cash and cash equivalents
|
7,240 | (5,850 | ) | |||||
Cash and cash equivalents at beginning of period
|
4,233 | 12,155 | ||||||
Cash and cash equivalents at end of period
|
$ | 11,473 | $ | 6,305 | ||||
Supplmental disclosure of non-cash activity | ||||||||
Assumption of debt related to Clarion Acquisition | $ | 149,514 | $ | - | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
||||||||
Cash paid for interest (net of capitalized interest of $325 and $233 in 2013 and 2012, respectively)
|
$ | 5,673 | $ | 6,704 | ||||
Cash paid for federal income taxes
|
- | 15 |
Gross
|
||||||||||||||
Property Name
|
Location
|
GLA
|
Date
Acquired
|
Purchase
Price
|
Assumed
Debt
|
|||||||||
(in thousands) |
(in thousands)
|
|||||||||||||
Clarion Partners Portfolio -
12 Income Producing Properties
|
FL & MI
|
2,246 |
03/25/13
|
$ | 367,415 | $ | 149,514 | |||||||
$ | 367,415 | $ | 149,514 | |||||||||||
Allocated
Fair Value
|
||||
(In thousands)
|
||||
Land
|
$ | 86,090 | ||
Buildings and improvements
|
261,118 | |||
Above market leases
|
4,308 | |||
Lease origination costs
|
28,046 | |||
Other assets
|
4,636 | |||
Below market leases
|
(14,166 | ) | ||
Premium for above market interest rates on assumed debt
|
(2,617 | ) | ||
Total purchase price allocated
|
$ | 367,415 | ||
Gross
|
|||||||||||||||||
Property Name
|
Location
|
Acreage
|
Date
Sold
|
Sales
Price
|
Debt
Repaid
|
Gain
on Sale
|
|||||||||||
(In thousands)
|
|||||||||||||||||
Roseville Towne Center - Wal-Mart Outparcel
|
Roseville, MI
|
11.6 |
02/15/13
|
$ | 7,500 | $ | - | $ | 3,030 | ||||||||
Parkway Phase I - BJ's Pub Outparcel
|
Jacksonville, FL
|
2.9 |
01/24/13
|
2,600 | - | 552 | |||||||||||
Total consolidated land / outparcel dispositions
|
$ | 10,100 | $ | - | $ | 3,582 | |||||||||||
Three Months Ended
|
||||||||
March 31,
|
||||||||
2013
|
2012
|
|||||||
(In thousands)
|
||||||||
Total revenue
|
$ | 305 | $ | 1,456 | ||||
Expenses:
|
||||||||
Recoverable operating expenses
|
58 | 450 | ||||||
Other non-recoverable property operating expenses
|
2 | 255 | ||||||
Depreciation and amortization
|
69 | 315 | ||||||
Interest expense
|
- | 125 | ||||||
Operating income of properties sold
|
176 | 311 | ||||||
Other income
|
11 | - | ||||||
Provision for impairment
|
- | (2,536 | ) | |||||
Gain on sale of properties
|
- | 264 | ||||||
Income (loss) from discontinued operations
|
$ | 187 | $ | (1,961 | ) | |||
Balance Sheets
|
March 31,
2013
|
December 31, 2012
|
||||||
(In thousands)
|
||||||||
ASSETS
|
||||||||
Investment in real estate, net
|
$ | 416,558 | $ | 796,584 | ||||
Other assets
|
45,936 | 56,631 | ||||||
Total Assets
|
$ | 462,494 | $ | 853,215 | ||||
LIABILITIES AND OWNERS' EQUITY
|
||||||||
Mortgage notes payable
|
$ | 200,201 | $ | 360,302 | ||||
Other liabilities
|
24,493 | 13,866 | ||||||
Owners' equity
|
237,800 | 479,047 | ||||||
Total Liabilities and Owners' Equity
|
$ | 462,494 | $ | 853,215 | ||||
RPT's equity investments in unconsolidated joint ventures
|
$ | 28,479 | $ | 95,987 | ||||
Three Months Ended March 31,
|
||||||||
Statements of Operations
|
2013
|
2012
|
||||||
(In thousands)
|
||||||||
Total Revenue
|
$ | 10,993 | $ | 11,184 | ||||
Total Expenses
|
10,349 | 10,570 | ||||||
Income before other income and expenses and discontinued operations
|
644 | 614 | ||||||
Gain on extinguishment of debt
|
- | 198 | ||||||
Income from continuing operations
|
644 | 812 | ||||||
Discontinued operations
|
||||||||
Loss on sale of real estate (1)
|
(21,217 | ) | - | |||||
Income from discontinued operations
|
1,154 | 1,229 | ||||||
Income (loss) from discontinued operations
|
(20,063 | ) | 1,229 | |||||
Net (loss) income
|
$ | (19,419 | ) | $ | 2,041 | |||
RPT's share of earnings from unconsolidated joint ventures (2)
|
$ | (5,674 | ) | $ | 926 | |||
(1)
|
In March, 2013 Ramco/Lion Venture LP sold 12 shopping centers to us. The aggregate purchase price for 100% of the shopping centers was $367.4 million resulting in a loss on the sale of $21.2 million to the joint venture. The properties were located in Florida and Michigan. Three properties remain in this joint venture.
|
(2)
|
For the three months ended March 31, 2012, our pro-rata share excludes $430,000 in costs associated with the liquidation of a joint venture concurrent with the extinguishment of its debt. The costs are reflected in (loss) earnings from unconsolidated joint ventures on our statement of operations.
|
Ownership as
of March 31,
|
Total Assets as of March 31,
|
Total Assets as of December 31,
|
||||||||
Unconsolidated Entities
|
2013
|
2013
|
2012
|
|||||||
(In thousands)
|
||||||||||
Ramco/Lion Venture LP (1)
|
30% | $ | 94,395 | $ | 495,585 | |||||
Ramco 450 Venture LLC
|
20% | 313,968 | 303,107 | |||||||
Other Joint Ventures
|
(2) | 54,131 | 54,523 | |||||||
$ | 462,494 | $ | 853,215 | |||||||
(1)
|
The decrease in total assets is related to the sale of 12 shopping centers with a book value of $387.3 million.
|
(2)
|
Other JV's include three joint ventures in which we own 7%-20% of the sole property in the joint venture.
|
Balance
|
||||
Entity Name
|
Outstanding
|
|||
(In thousands)
|
||||
Ramco 450 Venture LLC (1)
|
$ | 161,845 | ||
Ramco/Lion Venture LP (2)
|
30,878 | |||
Ramco 191 LLC (3)
|
7,787 | |||
$ | 200,510 | |||
Unamortized premium
|
(309 | ) | ||
Total mortgage debt
|
$ | 200,201 | ||
(1)
|
Maturities range from April 2013 to January 2023 with interest rates ranging from 2.9% to 6.0%
|
(2)
|
Seven properties with mortgages of approximately $149.5 million were sold on March 25, 2013. The balance relates to Millennium Park’s mortgage loan which has a maturity date of October 2015 with a 5% interest rate.
|
(3)
|
Balance relates to Paulding Pavilion’s mortgage loan which has a maturity date of January 2014. The interest rate is variable based on LIBOR plus 3.50%.
|
Three Months Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
(In thousands)
|
||||||||
Management fees
|
$ | 669 | $ | 714 | ||||
Leasing fees
|
106 | 222 | ||||||
Construction fees
|
29 | 31 | ||||||
Total
|
$ | 804 | $ | 967 | ||||
March 31,
2013
|
December 31, 2012
|
|||||||
(In thousands)
|
||||||||
Deferred leasing costs, net
|
$ | 22,518 | $ | 18,067 | ||||
Deferred financing costs, net
|
5,732 | 6,073 | ||||||
Lease intangible assets, net
|
55,596 | 25,611 | ||||||
Straight-line rent receivable, net
|
14,779 | 14,799 | ||||||
Prepaid and other deferred expenses, net
|
3,609 | 4,636 | ||||||
Other, net
|
3,600 | 3,767 | ||||||
Other assets, net
|
$ | 105,834 | $ | 72,953 | ||||
Mortgages and Notes Payable
|
March 31,
2013
|
December 31,
2012
|
||||||
(In thousands)
|
||||||||
Fixed rate mortgages
|
$ | 441,477 | $ | 293,139 | ||||
Unsecured revolving credit facility
|
30,000 | 40,000 | ||||||
Unsecured term loan facilities
|
180,000 | 180,000 | ||||||
Junior subordinated notes
|
28,125 | 28,125 | ||||||
679,602 | 541,264 | |||||||
Unamortized premium
|
2,627 | 17 | ||||||
$ | 682,229 | $ | 541,281 | |||||
Capital lease obligation (1)
|
$ | 5,940 | $ | 6,023 | ||||
(1)
|
99 year ground lease expires September 2103. However, an anchor tenant’s exercise of its option to purchase its parcel in October 2014 would require us to purchase the real estate that is subject to the ground lease.
|
Year Ending December 31,
|
||||
(In thousands)
|
||||
2013 (April 1 - December 31)
|
$ | 117,059 | ||
2014
|
34,199 | |||
2015
|
86,059 | |||
2016 (1)
|
52,629 | |||
2017 (2)
|
231,945 | |||
Thereafter
|
157,711 | |||
Subtotal debt
|
679,602 | |||
Unamortized premium
|
2,627 | |||
Total debt (including unamortized premium)
|
$ | 682,229 | ||
(1) |
Scheduled maturities in 2016 include $30.0 million which represents the balance of the unsecured revolving credit facility drawn as of March 31, 2013.
|
(2) |
Scheduled maturities in 2017 include $120.0 million of unsecured term loan.
|
March 31,
2013
|
December 31, 2012
|
|||||||
(In thousands)
|
||||||||
Lease intangible liabilities, net
|
$ | 29,720 | $ | 16,297 | ||||
Cash flow hedge marked-to-market liability
|
5,016 | 5,574 | ||||||
Deferred liabilities
|
2,502 | 1,970 | ||||||
Tenant security deposits
|
2,682 | 1,948 | ||||||
Other, net
|
374 | 398 | ||||||
Other liabilities, net
|
$ | 40,294 | $ | 26,187 | ||||
Level 1
|
Valuation is based upon quoted prices for identical instruments traded in active markets.
|
Level 2
|
Valuation is based upon prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
|
Level 3
|
Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the assets or liabilities.
|
Total
|
||||||||||||||||
Liabilities
|
Fair Value
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
(in thousands)
|
||||||||||||||||
Derivative liabilities - interest rate swaps
|
$ | (5,016 | ) | $ | - | $ | (5,016 | ) | $ | - | ||||||
Hedge
|
Notional
|
Fixed
|
Fair
|
Expiration
|
||||||||||||
Underlying Debt
|
Type
|
Value
|
Rate
|
Value
|
Date
|
|||||||||||
(in thousands)
|
(in thousands)
|
|||||||||||||||
Unsecured term loan facility
|
Cash Flow
|
$ | 75,000 | 1.2175 | % | $ | 1,845 | 04/2016 | ||||||||
Unsecured term loan facility
|
Cash Flow
|
30,000 | 2.0480 | % | 1,735 | 10/2018 | ||||||||||
Unsecured term loan facility
|
Cash Flow
|
25,000 | 1.8500 | % | 1,205 | 10/2018 | ||||||||||
Unsecured term loan facility
|
Cash Flow
|
5,000 | 1.8400 | % | 231 | 10/2018 | ||||||||||
$ | 135,000 | $ | 5,016 | |||||||||||||
Liability Derivatives
|
||||||||||||
March 31, 2013
|
December 31, 2012
|
|||||||||||
Derivatives designated as
|
Balance Sheet
|
Fair
|
Balance Sheet
|
Fair
|
||||||||
hedging instruments
|
Location
|
Value
|
Location
|
Value
|
||||||||
(In thousands)
|
(In thousands)
|
|||||||||||
Interest rate contracts
|
Other liabilities
|
$ | (5,016 | ) |
Other liabilities
|
$ | (5,574 | ) | ||||
Total
|
$ | (5,016 | ) |
Total
|
$ | (5,574 | ) | |||||
Location of
|
Amount of Loss
|
|||||||||||||||||
Amount of Loss
|
Loss
|
Reclassified from
|
||||||||||||||||
Recognized in OCI on Derivative
|
Reclassified from
|
Accumulated OCI into
|
||||||||||||||||
(Effective Portion)
|
Accumulated OCI
|
Income (Effective Portion)
|
||||||||||||||||
Derivatives in Cash Flow
|
Three Months Ended March 31,
|
into Income
|
Three Months Ended March 31,
|
|||||||||||||||
Hedging Relationship
|
2013
|
2012
|
(Effective Portion)
|
2013
|
2012
|
|||||||||||||
(In thousands)
|
(In thousands)
|
|||||||||||||||||
Interest rate contracts
|
$ | 558 | $ | 248 |
Interest Expense
|
$ | (451 | ) | $ | (430 | ) | |||||||
Total
|
$ | 558 | $ | 248 |
Total
|
$ | (451 | ) | $ | (430 | ) | |||||||
Three Months Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
(In thousands, except per share data)
|
||||||||
Income from continuing operations
|
$ | 5,087 | $ | 1,909 | ||||
Net (income) loss from continuing operations attributable to noncontrolling interest
|
(218 | ) | 413 | |||||
Preferred share dividends
|
(1,812 | ) | (1,812 | ) | ||||
Allocation of continuing income to restricted share awards
|
(28 | ) | (9 | ) | ||||
Income from continuing operations attributable to RPT
|
$ | 3,029 | $ | 501 | ||||
Income (loss) from discontinued operations
|
187 | (1,961 | ) | |||||
Net (income) loss from discontinued operations attributable to noncontrolling interest
|
(7 | ) | 121 | |||||
Allocation of discontinued (income) loss to restricted share awards
|
(2 | ) | 19 | |||||
Income (loss) from discontinued operations attributable to RPT
|
178 | (1,821 | ) | |||||
Net Income (loss) available to common shareholders
|
$ | 3,207 | $ | (1,320 | ) | |||
Weighted average shares outstanding, Basic
|
51,780 | 38,884 | ||||||
Income (loss) per common share, Basic
|
||||||||
Continuing operations
|
$ | 0.06 | $ | 0.01 | ||||
Discontinued operations
|
- | (0.04 | ) | |||||
Net income (loss) available to common shareholders
|
$ | 0.06 | $ | (0.03 | ) | |||
Three Months Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
(In thousands, except per share data)
|
||||||||
Income from continuing operations
|
$ | 5,087 | $ | 1,909 | ||||
Net (income) loss from continuing operations attributable to noncontrolling interest
|
(218 | ) | 413 | |||||
Preferred share dividends
|
(1,812 | ) | (1,812 | ) | ||||
Allocation of continuing income to restricted share awards
|
(28 | ) | (9 | ) | ||||
Allocation of over distributed continuing income to restricted share awards
|
(4 | ) | (3 | ) | ||||
Income from continuing operations attributable to RPT
|
$ | 3,025 | $ | 498 | ||||
Income (loss) from discontinued operations
|
187 | (1,961 | ) | |||||
Net (income) loss from discontinued operations attributable to noncontrolling interest
|
(7 | ) | 121 | |||||
Allocation of discontinued income to restricted share awards
|
- | 1 | ||||||
Income (loss) from discontinued operations attributable to RPT
|
180 | (1,839 | ) | |||||
Net Income (loss) available to common shareholders
|
$ | 3,205 | $ | (1,341 | ) | |||
Weighted average shares outstanding, Basic
|
51,780 | 38,884 | ||||||
Stock options and restricted stock awards using the treasury method
|
432 | 266 | ||||||
Dilutive effect of securities (1)
|
- | - | ||||||
Weighted average shares outstanding, Diluted
|
52,212 | 39,150 | ||||||
Income (loss) per common share, Diluted
|
||||||||
Continuing operations
|
$ | 0.06 | $ | 0.01 | ||||
Discontinued operations
|
- | (0.04 | ) | |||||
Net income (loss) available to common shareholders
|
$ | 0.06 | $ | (0.03 | ) | |||
(1)
|
The assumed conversion of preferred shares are anti-dilutive for all periods presented and accordingly, have been excluded from the weighted average common shares used to compute diluted EPS.
|
·
|
we completed the sale of our Mays Crossing property located in Stockbridge, Georgia for net proceeds of $8.0 million;
|
·
|
we completed the purchase of the Shoppes at Nagawaukee Phase II & III, two centers adjacent to our existing Nagawaukee Shopping Center for $22.7 million with the assumption of $9.3 million in debt; and
|
·
|
we executed a purchase agreement for a property in Illinois in the amount of $20.0 million. The agreement is subject to contingencies for due diligence.
|
·
|
Mission Bay Plaza in the amount of $42.2 million;
|
·
|
Winchester Center in the amount of $25.3 million; and
|
·
|
Olentangy Plaza, a property held in a joint venture, in the amount of $21.6 million of which our share was $4.2 million.
|
·
|
Leasing and managing our shopping centers to increase occupancy, maximize rental income, and control operating expenses and capital expenditures;
|
·
|
Redeveloping our centers to increase gross leasable area, reconfigure space for creditworthy tenants, create outparcels, sell excess land, and generally make the centers more desirable for our tenants and their shoppers;
|
·
|
Acquiring new shopping centers that are located in targeted metropolitan markets, anchored by stable and productive supermarkets, discounters, or national chain stores, and that provide opportunities to add value through intensive leasing, management, or redevelopment;
|
·
|
Developing our land held for development into income-producing investment property, subject to market demand, availability of capital and adequate returns on our incremental capital;
|
·
|
Selling non-core shopping centers and redeploying the proceeds into investments that meet our criteria;
|
·
|
Selling land parcels and using the proceeds to pay down debt or reinvest in our business;
|
·
|
Maintaining a strong and flexible balance sheet by capitalizing our Company with a moderate ratio of debt to equity and by financing our investment activities with various forms and sources of capital; and
|
·
|
Managing our overall enterprise to create an efficient organization with a strong corporate culture and transparent disclosure for all stakeholders.
|
·
|
Executed 30 new leases totaling 138,562 square feet with an average rental rate of $12.83 per square foot; and
|
·
|
Executed 49 renewal leases totaling 198,303 square feet with an average rental rate of $16.10 per square foot.
|
Three Months Ended March 31,
|
|||||||||||||||
2013
|
2012
|
Dollar
Change
|
Percent
Change
|
||||||||||||
(In thousands)
|
|||||||||||||||
Total revenue
|
$ | 34,517 | $ | 30,626 | $ | 3,891 | 12.7 | % | |||||||
Recoverable operating expense
|
8,865 | 8,027 | 838 | 10.4 | % | ||||||||||
Other non-recoverable operating expense
|
750 | 680 | 70 | 10.3 | % | ||||||||||
Depreciation and amortization
|
10,912 | 8,557 | 2,355 | 27.5 | % | ||||||||||
General and administrative expense
|
5,500 | 4,878 | 622 | 12.8 | % | ||||||||||
Other expense, net
|
(136 | ) | (112 | ) | (24 | ) | 21.4 | % | |||||||
Gain on sale of real estate
|
3,582 | 69 | 3,513 |
NM
|
|||||||||||
Earnings from unconsolidated joint ventures
|
(5,674 | ) | 496 | (6,170 | ) |
NM
|
|||||||||
Interest expense
|
(6,073 | ) | (6,626 | ) | 553 | -8.3 | % | ||||||||
Amortization of deferred financing fees
|
(341 | ) | (377 | ) | 36 | -9.5 | % | ||||||||
Deferred gain recognized upon acquisition of real estate
|
5,282 | - | 5,282 |
NM
|
|||||||||||
Income tax provision
|
(43 | ) | (25 | ) | (18 | ) | 72.0 | % | |||||||
Income (loss) from discontinued operations
|
187 | (1,961 | ) | 2,148 | -109.5 | % | |||||||||
Net income attributable to noncontrolling interest
|
(225 | ) | 534 | (759 | ) | -142.1 | % | ||||||||
Preferred share dividends
|
(1,812 | ) | (1,812 | ) | - | 0.0 | % | ||||||||
Net income available to common shareholders
|
$ | 3,237 | $ | (1,330 | ) | $ | (4,567 | ) | -343.4 | % | |||||
NM - Not meaningful
|
·
|
$0.7 million increase in minimum rent and recovery income related to the Clarion Acquistion completed in March 2013; |
·
|
$3.5 million increase in minimum rent and recovery income related to our acquisitions in 2012 and increases at existing centers; offset by
|
·
|
lower lease termination income of $0.4 million
|
·
|
$0.4 million associated with the change in fair value of the performance awards related to our 2012 and 2013 long-term incentive compensation plans; and
|
·
|
$0.2 million in acquisition costs related to the Clarion Acquisition;
|
·
|
in January, 2013 our junior subordinated notes converted from a fixed interest rate of 7.9% to a variable interest rate of LIBOR plus 3.3% (3.6% at March 31, 2013);
|
·
|
lower average balance on our revolving credit facility;
|
·
|
increased capitalized interest primarily at our Parkway Shops development; offset in part by
|
·
|
increased mortgage interest related to the assumption of loans as part of the consideration for the Clarion Acquistion.
|
Three Months Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
(In thousands)
|
||||||||
Cash provided by operating activities
|
$ | 16,607 | $ | 8,506 | ||||
Cash used in investing activities
|
(152,591 | ) | (1,683 | ) | ||||
Cash provided by (used in) financing activities
|
143,224 | (12,673 | ) | |||||
·
|
We generated $16.6 million in cash flows from operating activities as compared to $8.5 million in 2012. Net operating income increased $2.6 million as a result of our acquisitions and our leasing activity at our shopping centers. Net accounts receivable decreased $1.1 million compared to 2012. Interest expense decreased $0.7 million because of reducing interest rates on our junior subordinated notes, and lower average balance on our revolving line of credit.
|
·
|
Investing activities used $152.6 million of cash flows as compared to $1.7 million in 2012. The Clarion Acquisition was completed during the three months ended March 31, 2013 funded with a combination of cash and the assumption of debt. There were no additions to real estate during the comparable period in 2012. Development funding increased by $1.2 million, and capital expenditures decreased by $1.3 million. Net proceeds from sales of real estate increased $4.7 million as did investment in unconsolidated joint ventures by $0.8 million.
|
·
|
Cash flows provided by financing activities were $143.2 million as compared to net cash used in financing activities of $12.7 million in 2012. This difference of $155.9 million is primarily explained by proceeds of $166.1 million from common stock issued in 2013 compared to $7.8 million in proceeds from the issuance of common stock in 2012. Cash dividends to common shareholders were higher by $3.0 million due to the increase in the number of common shares outstanding and a 3% increase in our quarterly dividend effective with the payment made in January 2013.
|
Three Months Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
(In thousands)
|
||||||||
Cash provided by operating activities
|
$ | 16,607 | $ | 8,506 | ||||
Cash distributions to preferred shareholders
|
(1,812 | ) | (1,812 | ) | ||||
Cash distributions to common shareholders
|
(8,179 | ) | (6,377 | ) | ||||
Cash distributions to operating partnership unit holders
|
(1,606 | ) | (430 | ) | ||||
Total distributions
|
$ | (11,597 | ) | $ | (8,619 | ) | ||
Surplus (deficiency)
|
$ | 5,010 | $ | (113 | ) | |||
Alternative sources of funding for distributions:
|
||||||||
Proceeds from sales of real estate assets
|
NA
|
$ | 4,897 | |||||
Net borrowings on mortgages and notes payable
|
NA
|
- | ||||||
Total sources of alternative funding for distributions
|
$ | - | $ | 4,897 | ||||
NA - Not Applicable
|
Payments due by period
|
||||||||||||||||||||
Contractual Obligations
|
Total
|
Less than
1 year (1)
|
1-3 years
|
3-5 years
|
More than
5 years
|
|||||||||||||||
(In thousands)
|
||||||||||||||||||||
Mortgages and notes payable:
|
||||||||||||||||||||
Scheduled amortization
|
$ | 20,142 | $ | 3,759 | $ | 10,941 | $ | 3,656 | $ | 1,786 | ||||||||||
Payments due at maturity
|
659,460 | 113,300 | 161,946 | 312,047 | 72,167 | |||||||||||||||
Total mortgages and notes payable (2)
|
679,602 | 117,059 | 172,887 | 315,703 | 73,953 | |||||||||||||||
Interest expense (3)
|
125,088 | 19,761 | 65,238 | 16,959 | 23,130 | |||||||||||||||
Employment contracts
|
431 | 431 | - | - | - | |||||||||||||||
Capital lease (4)
|
6,463 | 508 | 5,955 | - | - | |||||||||||||||
Operating leases
|
3,887 | 475 | 1,045 | 1,418 | 949 | |||||||||||||||
Construction commitments
|
3,595 | 3,595 | - | - | - | |||||||||||||||
Total contractual obligations
|
$ | 819,066 | $ | 141,829 | $ | 245,125 | $ | 334,080 | $ | 98,032 | ||||||||||
(1)
|
Amounts represent balance of obligation for the remainder of 2013.
|
(2)
|
Excludes $2.6 million of unamortized mortgage debt premium.
|
(3)
|
Variable-rate debt interest is calculated using rates at March 31, 2013, excluding the effect of interest rate swaps.
|
(4)
|
99 year ground lease expires September 2103. However, an anchor tenant’s exercise of its option to purchase its parcel in October 2014 would require us to purchase the real estate that is subject to the ground lease.
|
Three Months Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
(In thousands, except per share data)
|
||||||||
Net income (loss) available to common shareholders
|
$ | 3,237 | $ | (1,330 | ) | |||
Adjustments:
|
||||||||
Rental property depreciation and amortization expense
|
10,854 | 8,720 | ||||||
Pro-rata share of real estate depreciation from unconsolidated joint ventures
|
1,600 | 1,687 | ||||||
Add preferred share dividends (assumes if converted) (1)
|
1,812 | - | ||||||
Gain on sale of depreciable real estate
|
- | (264 | ) | |||||
Loss on sale of joint venture depreciable real estate (2)
|
6,365 | - | ||||||
Provision for impairment on income-producing properties
|
- | 1,976 | ||||||
Deferred gain recognized upon acquisition of real estate
|
(5,282 | ) | - | |||||
Noncontrolling interest in Operating Partnership(3)
|
225 | (1 | ) | |||||
FUNDS FROM OPERATIONS
|
$ | 18,811 | $ | 10,788 | ||||
Weighted average common shares
|
51,780 | 38,884 | ||||||
Shares issuable upon conversion of Operating Partnership Units(3)
|
2,270 | 2,619 | ||||||
Shares issuable upon conversion of preferred shares (1)
|
6,940 | - | ||||||
Dilutive effect of securities
|
432 | 266 | ||||||
Weighted average equivalent shares outstanding, diluted
|
61,422 | 41,769 | ||||||
Funds from operations per diluted share
|
$ | 0.31 | $ | 0.26 | ||||
(1)
|
Series D convertible preferred shares were dilutive for the three months ended March 31, 2013 and antidilutive for the three months ended March 31, 2012.
|
(2)
|
Amount included in (loss) earnings from unconsolidated joint ventures.
|
(3)
|
The total non-controlling interest reflects OP units convertible 1:1 into common shares or the cash value thereof.
|
Fair
|
||||||||||||||||||||||||||||||||
2013
|
2014
|
2015
|
2016
|
2017
|
Thereafter
|
Total
|
Value
|
|||||||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||||||||||
Fixed-rate debt
|
$ | 117,059 | $ | 34,199 | $ | 86,059 | $ | 22,629 | $ | 186,945 | $ | 129,586 | $ | 576,477 | $ | 578,852 | ||||||||||||||||
Average interest rate
|
7.3 | % | 9.2 | % | 5.3 | % | 5.9 | % | 4.4 | % | 5.1 | % | 5.6 | % | ||||||||||||||||||
Variable-rate debt
|
$ | - | $ | - | $ | - | $ | 30,000 | $ | 45,000 | $ | 28,125 | $ | 103,125 | $ | 103,125 | ||||||||||||||||
Average interest rate
|
1.9 | % | 1.9 | % | 3.6 | % | 2.3 | % | ||||||||||||||||||||||||
Exhibit No.
|
Description
|
10.1*
|
Agreement for the Acquisition of Partnership and Limited Liability Company Interests, dated March 5, 2013, between CLPF-Ramco, LLC, CLPF-Ramco L.P., Ramco Lion, LLC, Ramco-Gershenson Properties, L.P., and Ramco GP.
|
12.1*
|
Computation of Ration of Earnings to Combined Fixed Charges and Preferred Dividends.
|
31.1*
|
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
|
32.2*
|
Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
|
101.INS(1)
|
XBRL Instance Document.
|
101.SCH(1)
|
XBRL Taxonomy Extension Schema.
|
101.CAL(1)
|
XBRL Taxonomy Extension Calculation.
|
101.DEF(1)
|
XBRL Taxonomy Extension Definition.
|
101.LAB(1)
|
XBRL Taxonomy Extension Label.
|
101.PRE(1)
|
XBRL Taxonomy Extension Presentation.
|
*
|
Filed herewith
|
**
|
Management contract or compensatory plan or arrangement
|
(1)
|
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability thereunder.
|
RAMCO-GERSHENSON PROPERTIES TRUST | |
Date: April 30, 2013
|
By:/s/ DENNIS GERSHENSON
Dennis Gershenson
President and Chief Executive Officer
(Principal Executive Officer)
|
Date: April 30, 2013
|
By: /s/ GREGORY R. ANDREWS
Gregory R. Andrews
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
AGREEMENT FOR THE ACQUISITION
OF PARTNERSHIP AND LIMITED
LIABILITY COMPANY INTERESTS
|
BUYER: | |
RAMCO LION LLC, a Delaware limited liability company
|
|
By: ______________________________________
Name: ___________________________________
Title: ____________________________________
RAMCO-GERSHENSON PROPERTIES, L.P., a
Delaware limited partnership
By: Ramco-Gershenson Properties Trust, a Maryland real
estate investment trust, its General Partner
By: ______________________________________
Name: ___________________________________
Title: ____________________________________
|
|
[Signatures continue on following page.]
|
SELLER:
CLPF-RAMCO GP, LLC, a Delaware limited liability company
By: CLPF-Ramco, L.P., a Delaware limited partnership, its sole member
By: CLPF-Lion/Ramco LP, LLC, a Delaware limited liability company, its sole general partner
By: Clarion Lion Properties Fund Holdings, L.P., its sole member
By: CLPF - Holdings, LLC, its general partner
By: Clarion Lion Properties Fund Holdings REIT, LLC, its sole member
By: Clarion Lion Properties Fund, LP, its managing member
By: Clarion Partners LPF GP, LLC, its general partner
By: Clarion Partners, LLC, its sole member
By:_____________________________
Name: _________________________
Title: _________________________
|
CLPF-RAMCO, L.P., a Delaware limited partnership
CLPF-Lion/Ramco LP, LLC, a Delaware limited liability company, its sole general partner
By: Clarion Lion Properties Fund Holdings, L.P., its sole member
By: CLPF - Holdings, LLC, its general partner
By: Clarion Lion Properties Fund Holdings REIT, LLC, its sole member
By: Clarion Lion Properties Fund, LP, its managing member
By: Clarion Partners LPF GP, LLC, its general partner
By: Clarion Partners, LLC, its sole member
By:_____________________________
Name: _________________________
Title: _________________________
|
Three Months Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
(In thousands, except ratio computation)
|
||||||||
Pretax gain from continuing operations before adjustment for noncontrolling interest
|
$ | 5,130 | $ | 1,934 | ||||
Add back:
|
||||||||
Fixed charges
|
6,810 | 7,307 | ||||||
Distributed income of equity investees
|
2,723 | 973 | ||||||
Deduct:
|
||||||||
Equity in earnings of equity investees
|
5,674 | (496 | ) | |||||
Capitalized interest
|
(325 | ) | (233 | ) | ||||
Earnings as Defined
|
$ | 20,012 | $ | 9,485 | ||||
Fixed Charges
|
||||||||
Interest expense including amortization of deferred financing fees
|
$ | 6,414 | $ | 7,003 | ||||
Capitalized interest
|
325 | 233 | ||||||
Interest portion of rent expense
|
71 | 71 | ||||||
Fixed Charges
|
6,810 | 7,307 | ||||||
Preferred share dividends
|
1,812 | 1,812 | ||||||
Combined Fixed Charges and Preferred Dividends
|
$ | 8,622 | $ | 9,119 | ||||
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends
|
2.32 | 1.04 | ||||||
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Ramco-Gershenson Properties Trust;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: April 30, 2013
|
By:/s/ DENNIS GERSHENSON
Dennis Gershenson
President and Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Ramco-Gershenson Properties Trust;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: April 30, 2013
|
By: /s/ GREGORY R. ANDREWS
Gregory R. Andrews
Chief Financial Officer
|
|
(1)
|
The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 30, 2013
|
By:/s/ DENNIS GERSHENSON
Dennis Gershenson
President and Chief Executive Officer
|
|
(1)
|
The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 30, 2013
|
By: /s/ GREGORY R. ANDREWS
Gregory R. Andrews
Chief Financial Officer
|
Discontinued Operations - Additional Information (Detail)
|
Mar. 31, 2013
Property
|
Mar. 31, 2012
Property
|
---|---|---|
Discontinued Operations [Line Items] | ||
Number of properties held for sale | 1 | 0 |
Debt - Additional Information (Detail) (USD $)
|
3 Months Ended | 3 Months Ended | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
Dec. 31, 2012
|
Mar. 31, 2013
Minimum
|
Mar. 31, 2013
Refinancing of Debt
Amended Bank Credit Facility
|
Mar. 31, 2013
Refinancing of Debt
Term Loan Facility
|
Jan. 31, 2013
Junior subordinated notes
|
Jan. 31, 2013
Junior subordinated notes
Interest Rate after January 2013
|
Mar. 31, 2013
Fixed Rate Mortgages
|
Mar. 31, 2012
Fixed Rate Mortgages
|
Mar. 31, 2013
Fixed Rate Mortgages
Minimum
|
Mar. 31, 2013
Fixed Rate Mortgages
Maximum
|
Mar. 31, 2013
Clarion Partners Portfolio
MortgageLoan
|
|
Debt Instrument [Line Items] | |||||||||||||
Number Of Mortgage | 7 | ||||||||||||
Net book value of mortgage on properties | $ 24,400,000 | $ 16,000,000 | $ 509,400,000 | $ 149,500,000 | |||||||||
Adjustment to mortgages and notes payable | 2,600,000 | ||||||||||||
Mortgage debt interest rate, minimum | 5.00% | ||||||||||||
Mortgage debt interest rate, maximum | 8.20% | ||||||||||||
Debt instrument maturity date | 2038-01 | 2013-07 | 2020-06 | ||||||||||
Unamortized premium | 2,627,000 | 17,000 | 2,600,000 | 100,000 | |||||||||
Letter of credit, outstanding balance | 4,400,000 | ||||||||||||
Net repayment on revolving credit facility | (10,000,000) | (10,500,000) | |||||||||||
Credit facility | $ 30,000,000 | $ 360,000,000 | $ 60,000,000 | ||||||||||
Debt instrument interest rate above LIBOR | 3.30% |
Debt Outstanding of Unconsolidated Entities (Parenthetical) (Detail) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
Mar. 31, 2013
Ramco 450 Venture LLC
|
Mar. 31, 2013
Ramco/Lion Venture LP
|
Mar. 25, 2013
Ramco/Lion Venture LP
Property
|
Mar. 31, 2013
Ramco 191 LLC
|
Mar. 31, 2013
Minimum
|
Mar. 31, 2013
Minimum
Ramco 450 Venture LLC
|
Mar. 31, 2013
Maximum
Ramco 450 Venture LLC
|
|
Debt Instrument [Line Items] | ||||||||
Debt instrument maturity date | 2015-10 | 2014-01 | 2013-04 | 2023-01 | ||||
Mortgage debt interest rate, minimum | 2.90% | |||||||
Mortgage debt interest rate, maximum | 6.00% | |||||||
Net book value of mortgage on properties | $ 24.4 | $ 149.5 | $ 16.0 | |||||
Number Of Properties | 7 | |||||||
Mortgage debt interest rate | 5.00% | |||||||
Debt instrument interest rate above LIBOR | 3.50% |
Subsequent Events - Additional Information (Detail) (USD $)
|
1 Months Ended | 1 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
Apr. 01, 2013
Subsequent Event
|
Apr. 01, 2013
Olentangy Plaza
Subsequent Event
|
Apr. 01, 2013
RAMCO-GERSHENSON PROPERTIES TRUST
Olentangy Plaza
Subsequent Event
|
Apr. 01, 2013
Illinois
Subsequent Event
|
Apr. 01, 2013
Mission Bay Plaza
Subsequent Event
|
Apr. 01, 2013
Winchester Center
Subsequent Event
|
Apr. 01, 2013
Nagawaukee Phase II & III
Subsequent Event
|
|
Subsequent Event [Line Items] | ||||||||
Proceed from sale of real estate property | $ 8,000,000 | |||||||
Purchase of property | 22,700,000 | |||||||
Assumption of debt related to property acquisition | 149,514,000 | 9,300,000 | ||||||
Purchase of property | 20,000,000 | |||||||
Mortgages repaid | $ 21,600,000 | $ 4,200,000 | $ 42,200,000 | $ 25,300,000 |
Scheduled Principal Payments on Mortgages and Notes Payable (Detail) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
|||||
---|---|---|---|---|---|---|---|
Debt Instrument [Line Items] | |||||||
2013 (April 1 - December 31) | $ 117,059 | ||||||
2014 | 34,199 | ||||||
2015 | 86,059 | ||||||
2016 | 52,629 | [1] | |||||
2017 | 231,945 | [2] | |||||
Thereafter | 157,711 | ||||||
Subtotal debt | 679,602 | 541,264 | |||||
Unamortized premium | 2,627 | 17 | |||||
Total mortgages and notes payable | $ 682,229 | $ 541,281 | |||||
|
Organization and Basis of Presentations - Additional Information (Detail)
|
3 Months Ended | 12 Months Ended |
---|---|---|
Mar. 31, 2013
Contract
sqft
|
Dec. 31, 2012
|
|
Basis of Presentation [Line Items] | ||
Area of an real estate property | 12,100,000 | |
Number of joint ventures | 5 | |
Ownership interest in Ramco-Gershenson Properties, L. P. | 96.40% | 95.40% |
Shopping centers
|
||
Basis of Presentation [Line Items] | ||
Number of real estate properties owned and managed | 64 | |
Number of joint ventures | 2 | |
Office building
|
||
Basis of Presentation [Line Items] | ||
Number of real estate properties owned and managed | 1 | |
Ramco/Lion Venture LP
|
||
Basis of Presentation [Line Items] | ||
Percentage of ownership | 30.00% | |
Ramco/Lion Venture LP | Shopping centers
|
||
Basis of Presentation [Line Items] | ||
Number of real estate properties owned and managed | 3 | |
Area of an real estate property | 800,000 | |
Ramco 450 Venture LLC
|
||
Basis of Presentation [Line Items] | ||
Percentage of ownership | 20.00% | |
Ramco 450 Venture LLC | Shopping centers
|
||
Basis of Presentation [Line Items] | ||
Number of real estate properties owned and managed | 8 | |
Area of an real estate property | 1,700,000 | |
Smaller joint ventures
|
||
Basis of Presentation [Line Items] | ||
Number of joint ventures | 3 | |
Smaller joint ventures | Shopping centers
|
||
Basis of Presentation [Line Items] | ||
Number of real estate properties owned and managed | 3 |
Other Liabilities (Detail) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Schedule of Other Liabilities [Line Items] | ||
Lease intangible liabilities, net | $ 29,720 | $ 16,297 |
Cash flow hedge marked-to-market liability | 5,016 | 5,574 |
Deferred liabilities | 2,502 | 1,970 |
Tenant security deposits | 2,682 | 1,948 |
Other, net | 374 | 398 |
Other liabilities, net | $ 40,294 | $ 26,187 |
Discontinued Operations (Tables)
|
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Selected Operating Results for Properties Sold or Held for Sale | The
following table provides a summary of selected operating results
for those properties sold or held for sale during the three months
ended March 31, 2013 and 2012:
|
Other Assets (Detail) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Line Items] | ||
Deferred leasing costs, net | $ 22,518 | $ 18,067 |
Deferred financing costs, net | 5,732 | 6,073 |
Lease intangible assets, net | 55,596 | 25,611 |
Straight-line rent receivable, net | 14,779 | 14,799 |
Prepaid and other deferred expenses, net | 3,609 | 4,636 |
Other, net | 3,600 | 3,767 |
Other assets, net | $ 105,834 | $ 72,953 |
Summary of Combined Financial Information of Unconsolidated Entities, Balance Sheets (Detail) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
ASSETS | ||
Investment in real estate, net | $ 416,558 | $ 796,584 |
Other assets | 45,936 | 56,631 |
Total Assets | 462,494 | 853,215 |
LIABILITIES AND OWNERS' EQUITY | ||
Mortgage notes payable | 200,201 | 360,302 |
Other liabilities | 24,493 | 13,866 |
Owners' equity | 237,800 | 479,047 |
Total Liabilities and Owners' Equity | 462,494 | 853,215 |
RPT's equity investments in unconsolidated joint ventures | $ 28,479 | $ 95,987 |
Total Aggregate Fair Value of Acquisitions Allocated and Reflected in accordance with Accounting Guidance for Business Combinations (Detail) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
---|---|
Business Acquisition [Line Items] | |
Other assets | $ 4,636 |
Below market leases | (149,514) |
Premium for above market interest rates on assumed debt | (2,617) |
Total purchase price allocated | 367,415 |
Land
|
|
Business Acquisition [Line Items] | |
Land, Buildings and improvements | 86,090 |
Buildings and improvements
|
|
Business Acquisition [Line Items] | |
Land, Buildings and improvements | 261,118 |
Above market leases
|
|
Business Acquisition [Line Items] | |
Amortizable intangible assets | 4,308 |
Lease origination costs
|
|
Business Acquisition [Line Items] | |
Amortizable intangible assets | 28,046 |
Below market leases
|
|
Business Acquisition [Line Items] | |
Below market leases | $ (14,166) |
Summary of Mortgages, Notes Payable and Capital Lease Obligation (Detail) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
Mar. 31, 2012
|
||||
---|---|---|---|---|---|---|---|
Debt Instrument [Line Items] | |||||||
Fixed rate mortgages | $ 444,104 | $ 293,156 | |||||
Unsecured revolving credit facility | 30,000 | 40,000 | |||||
Unsecured term loan facilities | 180,000 | 180,000 | |||||
Junior subordinated notes | 28,125 | 28,125 | |||||
Subtotal debt | 679,602 | 541,264 | |||||
Unamortized premium | 2,627 | 17 | |||||
Total mortgages and notes payable | 682,229 | 541,281 | |||||
Capital lease obligation | 5,940 | [1] | 6,023 | [1] | |||
Fixed Rate Mortgages
|
|||||||
Debt Instrument [Line Items] | |||||||
Fixed rate mortgages | 441,477 | 293,139 | |||||
Unamortized premium | $ 2,600 | $ 100 | |||||
|
Share-Based Compensation Plans - Additional Information (Detail) (USD $)
In Millions, except Share data, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation, number of options terminated | 202,743 | |
Service based restricted stock,shares granted during period | 189,168 | |
Share based compensation, restricted stock options percentage vested per the plan | 50.00% | |
Share based compensation, restricted stock options description | Per the plan 50% vested on the date of the grant and the balance vest on the first anniversary of the date of the grant. | |
Share-based compensation expenses | $ 1.0 | $ 0.6 |
Percentage of award to be paid in cash | 50.00% | |
Performance-based liability awards, measurement period | 3 years | |
Compensation expense related to cash awards | 0.5 | 0.1 |
Total unrecognized compensation expense | $ 6.7 | |
Total unrecognized compensation expense, weighted average period of recognition | 5 years | |
Long-Term Incentive Plan ("LTIP")
|
||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized for grant | 2,000,000 | |
Share based compensation, number of options available for issuance | 1,690,302 | |
Service-based restricted stock
|
||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service based restricted stock,shares granted during period | 91,710 | |
Service based restricted stock,vesting period | 5 years |
Derivative Financial Instruments - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Derivative Instruments and Hedging Activities Disclosure [Line Items] | |
Notional amount of derivatives | 135,000 |
Number of interest swap agreements | 4 |
Minimum
|
|
Derivative Instruments and Hedging Activities Disclosure [Line Items] | |
Derivative interest rate, one-month LIBOR interest rate | 1.20% |
Interest rate swaps expirations period | 2016-04 |
Maximum
|
|
Derivative Instruments and Hedging Activities Disclosure [Line Items] | |
Derivative interest rate, one-month LIBOR interest rate | 2.00% |
Interest rate swaps expirations period | 2018-10 |
Unsecured Term Loan Facility, One
|
|
Derivative Instruments and Hedging Activities Disclosure [Line Items] | |
Notional amount of derivatives | 75,000 |
Unsecured Term Loan Facility, Two
|
|
Derivative Instruments and Hedging Activities Disclosure [Line Items] | |
Notional amount of derivatives | 60,000 |
Debt Outstanding of Unconsolidated Entities (Detail) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
|||||||
---|---|---|---|---|---|---|---|---|---|
Debt Instrument [Line Items] | |||||||||
Mortgage outstanding debt | $ 444,104 | $ 293,156 | |||||||
Unamortized premium | (2,627) | (17) | |||||||
Total mortgage debt | 200,201 | 360,302 | |||||||
Unconsolidated joint ventures
|
|||||||||
Debt Instrument [Line Items] | |||||||||
Mortgage outstanding debt | 200,510 | ||||||||
Unamortized premium | (309) | ||||||||
Total mortgage debt | 200,201 | ||||||||
Unconsolidated joint ventures | Ramco 450 Venture LLC
|
|||||||||
Debt Instrument [Line Items] | |||||||||
Mortgage outstanding debt | 161,845 | [1] | |||||||
Unconsolidated joint ventures | Ramco/Lion Venture LP
|
|||||||||
Debt Instrument [Line Items] | |||||||||
Mortgage outstanding debt | 30,878 | [2] | |||||||
Unconsolidated joint ventures | Ramco 191 LLC
|
|||||||||
Debt Instrument [Line Items] | |||||||||
Mortgage outstanding debt | $ 7,787 | [3] | |||||||
|
Real Estate
|
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Real Estate |
2. Real Estate
Included
in our net real estate are income producing shopping center
properties that are recorded at cost less accumulated depreciation
and amortization.
We
review our investment in real estate, including any related
intangible assets, for impairment on a property-by-property basis
whenever events or changes in circumstances indicate that the
remaining estimated useful lives of those assets may warrant
revision or that the carrying value of the property may not be
recoverable. For operating properties, these changes in
circumstances include, but are not limited to, changes in
occupancy, rental rates, tenant sales, net operating income,
geographic location, and real estate values.
Land
held for development or sale consists of projects where vertical
construction has yet to commence, but which have been identified as
available for future development when market conditions dictate the
demand for a new shopping center. The viability of all projects
under construction or development, including those owned by
unconsolidated joint ventures, is regularly evaluated under
applicable accounting requirements, including requirements relating
to abandonment of assets or changes in use. Land held
for development or sale was $80.6 million and $81.5 million at
March 31, 2013 and December 31, 2012, respectively.
Construction
in progress represents existing development, redevelopment, and
tenant build-out projects. When projects are
substantially complete and ready for their intended use, balances
are transferred to land or building and improvements as
appropriate. Construction in progress was $19.2 million
and $17.0 million at March 31, 2013 and December 31, 2012,
respectively.
|
Summary of Notional Values and Fair Values of Derivative Financial Instruments (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |||||
---|---|---|---|---|---|---|
Mar. 31, 2013
|
Dec. 31, 2012
|
Mar. 31, 2013
Unsecured term loan facility with: 1.2175 % Swap Rate, Expiration Date 04/2016
|
Mar. 31, 2013
Unsecured term loan facility with: 2.0480 % Swap Rate, Expiration Date 10/2018
|
Mar. 31, 2013
Unsecured term loan facility with: 1.8500 % Swap Rate, Expiration Date 10/2018
|
Mar. 31, 2013
Unsecured term loan facility with: 1.8400 % Swap Rate, Expiration Date 10/2018
|
|
Derivative [Line Items] | ||||||
Notional value | $ 135,000 | $ 75,000 | $ 30,000 | $ 25,000 | $ 5,000 | |
Fixed rate | 1.2175% | 2.048% | 1.85% | 1.84% | ||
Fair Value | $ 5,016 | $ 5,574 | $ 1,845 | $ 1,735 | $ 1,205 | $ 231 |
Expiration date | 2016-04 | 2018-10 | 2018-10 | 2018-10 |