RPT Realty (KIM+N) 10-K 2007 FY Annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from          to

Commission file number 1-10093

RAMCO-GERSHENSON PROPERTIES TRUST

(Exact Name of Registrant as Specified in its Charter)

Maryland	13-6908486
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
31500 Northwestern Highway Farmington Hills, Michigan (Address of Principal Executive Offices)	48334 (Zip Code)

Registrant’s Telephone Number, Including Area Code:248-350-9900

Securities Registered Pursuant to Section 12(b) of the Act:

	Name of Each Exchange
Title of Each Class	On Which Registered
Common Shares of Beneficial Interest, $0.01 Par Value Per Share	New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filero Accelerated filerþ Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).  Yes o     No þ

The aggregate market value of the common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2007) was $663,585,493.

Number of common shares outstanding as of March 5, 2008: 18,469,456          

DOCUMENT INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement for the annual meeting of shareholders to be held June 11, 2008 are in incorporated by reference into Part III of thisForm 10-K.

TABLE OF CONTENTS

		Item			Page
	PART I		1.	Business		2
			1A.	Risk Factors		7
			1B.	Unresolved Staff Comments		14
			2.	Properties		14
			3.	Legal Proceedings		21
			4.	Submission of Matters to a Vote of Security Holders		21
	PART II		5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		22
			6.	Selected Financial Data		24
			7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
			7A.	Quantitative and Qualitative Disclosures About Market Risk		39
			8.	Financial Statements and Supplementary Data		40
			9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		40
			9A.	Controls and Procedures		40
			9B.	Other Information		43
	PART III		10.	Directors, Executive Officers and Corporate Governance		43
			11.	Executive Compensation		43
			12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		43
			13.	Certain Relationships and Related Transactions, and Director Independence		44
			14.	Principal Accountant Fees and Services		44
	PART IV		15.	Exhibits and Financial Statement Schedules		44
Consolidated Financial Statements and Notes						F-1
By-Laws of the Company
Summary of Trustee Compensation Program
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
Subsidiaries
Consent of Grant Thornton LLP
Certification of Chief Executive Officer Pursuant to Section 302
Certification of Chief Financial Officer Pursuant to Section 302
Certification of Chief Executive Officer Pursuant to Section 906
Certification of Chief Financial Officer Pursuant to Section 906

Forward-Looking Statements

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent our expectations, plans or beliefs concerning future events and may be identified by terminology such as “may,” “will,” “should,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” “predict” or similar terms. Although the forward-looking statements made in this document are based on our good-faith beliefs, reasonable assumptions and our best judgment based upon current information, certain factors could cause actual results to differ materially from those in the forward-looking statements, including: our success or failure in implementing our business strategy; economic conditions generally and in the commercial real estate and finance markets specifically; our cost of capital, which depends in part on our asset quality and our relationships with lenders and other capital providers; our business prospects and outlook; changes in governmental regulations, tax rates and similar matters; our continuing to qualify as a REIT; and other factors discussed elsewhere in this document and our other filings with the Securities and Exchange Commission (the “SEC”). Given these uncertainties, you should not place undue reliance on any forward-looking statements. Except as required by law, we assume no obligation to update these forward-looking statements, even if new information becomes available in the future.

PART I

Item 1.   Business

General

Ramco-Gershenson Properties Trust is a fully integrated, self-administered, publicly-traded Maryland real estate investment trust (“REIT”) organized on October 2, 1997. The terms “Company,” “we,” “our” or “us” refer to Ramco-Gershenson Properties Trust, the Operating Partnership (defined below)and/or its subsidiaries, as the context may require. Our principal office is located at 31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan 48334. Our predecessor, RPS Realty Trust, a Massachusetts business trust, was formed on June 21, 1988 to be a diversified growth-oriented REIT. In May 1996, RPS Realty Trust acquired the Ramco-Gershenson interests through a reverse merger, including substantially all of the shopping centers and retail properties as well as the management company and business operations of Ramco-Gershenson, Inc. and certain of its affiliates. The resulting trust changed its name to Ramco-Gershenson Properties Trust and Ramco-Gershenson, Inc.’s officers assumed management responsibility. The trust also changed its operations from a mortgage REIT to an equity REIT and contributed certain mortgage loans and real estate properties to Atlantic Realty Trust, an independent, newly formed liquidating REIT. In 1997, with approval from our shareholders, we changed our state of organization by terminating the Massachusetts trust and merging into a newly formed Maryland REIT.

We conduct substantially all of our business, and hold substantially all of our interests in our properties, through our operating partnership, Ramco-Gershenson Properties, L.P. (the “Operating Partnership”). The Operating Partnership, either directly or indirectly through partnerships or limited liability companies, holds fee title to all owned properties. We have the exclusive power to manage and conduct the business of the Operating Partnership. As of December 31, 2007, we owned approximately 86.3% of the interests in the Operating Partnership.

We are a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), and are therefore required to satisfy various provisions under the Code and related Treasury regulations. We are generally required to distribute annually at least 90% of our “REIT taxable income” (as defined in the Code), excluding any net capital gain, to our shareholders. Additionally, at the end of each fiscal quarter, at least 75% of the value of our total assets must consist of real estate assets (including interests in mortgages on real property and interests in other REITs) as well as cash, cash equivalents and government securities. We are also subject to limits on the amount of certain types of securities we can hold. Furthermore, at least 75% of our gross income for the tax year must be derived from certain sources, which include “rents from real property” and interest on loans secured by mortgages on real property. An additional 20% of our gross income must be derived from these same sources or from dividends and interest from any source, gains from the sale or other disposition of stock or securities or any combination of the foregoing.

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Certain of our operations, including property management and asset management, are conducted through taxable REIT subsidiaries (each, a “TRS”). A TRS is a C corporation that has not elected REIT status and, as such, is subject to federal corporate income tax. We use the TRS format to facilitate our ability to provide certain services and conduct certain activities that are not generally considered as qualifying REIT activities.

Operations of the Company

We are a publicly-traded REIT which owns, develops, acquires, manages and leases community shopping centers (including power centers and single-tenant retail properties) and one regional mall, in the Midwestern, Southeastern and Mid-Atlantic regions of the United States. At December 31, 2007, we owned interests in 89 shopping centers, comprised of 65 community centers, 21 power centers, two single tenant retail properties, and one enclosed regional mall, totaling approximately 20.0 million square feet of gross leaseable area (“GLA”). We and our joint ventures partners own approximately 16.0 million square feet of such GLA, with the remaining portion owned by various anchor stores.

Shopping centers can generally be organized in five categories: convenience, neighborhood, community, regional and super regional centers. Shopping centers are distinguished by various characteristics, including center size, the number and type of anchor tenants and the types of products sold. Community shopping centers provide convenience goods and personal services offered by neighborhood centers, but with a wider range of soft and hard line goods. The community shopping center may include a grocery store, discount department store, super drug store, and several specialty stores. Average GLA of a community shopping center ranges between 100,000 and 500,000 square feet. A “power center” is a community shopping center that has over 500,000 square feet of GLA and includes several discount anchors of 20,000 or more square feet. These anchors typically emphasize hard goods such as consumer electronics, sporting goods, office supplies, home furnishings and home improvement goods.

Strategy

We are predominantly a community shopping center company with a focus on acquiring, developing and managing centers primarily anchored by grocery stores and nationally recognized discount department stores. We believe that centers with a groceryand/or discount component attract consumers seeking value-priced products. Since these products are required to satisfy everyday needs, customers usually visit the centers on a weekly basis. Our anchor tenants include TJ Maxx/Marshalls, Home Depot, Wal-Mart, OfficeMax, Linens ’n Things, Kmart,Jo-Ann, Kohl’s, Lowe’s Home Improvement and Target. Approximately 54% of our community shopping centers have grocery anchors, including Publix, Kroger, Winn-Dixie,Save-A-Lot and Meijer.

Our shopping centers are primarily located in major metropolitan areas in the Midwestern and Southeastern regions of the United States, although we also own and operate three centers in the Mid-Atlantic region. By focusing our energies on these markets, we have developed a thorough understanding of the unique characteristics of these trade areas. In both of our primary regions, we have concentrated a number of centers in reasonable proximity to each other in order to achieve market penetration as well as efficiencies in management, oversight and purchasing.

Our business objective and operating strategy is to increase funds from operations and cash available for distribution per share through internal and external growth. We strive to satisfy such objectives through an aggressive approach to asset management and strategic developments and acquisitions.

In our existing centers, we focus on rental and leasing strategies and the selective redevelopment of such properties. We strive to increase rental income over time through contractual rent increases and leasing and re-leasing of available space at higher rental levels, while balancing the needs for an attractive and diverse tenant mix. See Item 2, “Properties” for additional information on rental revenue and lease expirations. In addition, we assess each of our centers periodically to identify renovation and expansion opportunities and proactively engage in value-enhancing activities based on tenant demands and market conditions. We also recognize the importance of customer satisfaction and spend a significant amount of resources to ensure that our centers have sufficient amenities, appealing layouts and proper maintenance.

Further, we utilize the selective development and acquisition of new shopping centers, either directly or through one or more joint venture entities. We intend to seek development opportunities in underserved, attractive

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and/or expanding markets. We also seek to acquire strategically located, quality shopping centers that (i) have leases at rental rates below market rates, (ii) have potential for rentaland/or occupancy increases or (iii) offer cash flow growth or capital appreciation potential. We acquire certain properties with the intent of redeveloping such centers soon after the acquisition is completed, which can increase the risks of cost overruns and project delays since we are less familiar with such centers than our existing centers which are redeveloped.

From time to time, we will sell mature properties or non-core assets which have less potential for growth or are not viable for redevelopment. We intend to redeploy the proceeds from such sales to fund development, redevelopment and acquisition activities, to repay debt and to repurchase outstanding shares.

We believe all of the foregoing strategies have been instrumental in improving our property values and funds from operations in recent years.

Developments

At December 31, 2007, we were in various stages of development on five development projects. The developments are:

The Town Center at Aquia in Stafford, Virginia involves the complete value-added redevelopment of an existing 200,000 square foot shopping center owned by us. When complete, the mixed-use asset will encompass over 725,000 square feet of retail, office and entertainment components. The construction of the first retail/office building on the site was completed during the fourth quarter of 2007 and Northrop Grumman took possession of the majority of the 100,000 square foot building. The total project cost is estimated at $189 million, of which $42.2 million had been spent as of December 31, 2007. We intend to seek a joint venture partner to invest in this property prior to its anticipated stabilization in the first half of 2011.

Northpointe Town Center in Jackson, Michigan is being developed as a 550,000 square foot combination power center and town center and will include retail, entertainment and office components. The new development will complement two of our other properties in the market. The total project cost is estimated at $74 million.

Shoppes of Lakeland II in Lakeland, Florida is being developed as a 300,000 square foot center. The project is located in central Florida in close proximity to a number of our existing centers. The estimated project cost is $54 million. We intend to seek a joint venture partner to invest in this property prior to its stabilization anticipated in 2011.

Hartland Towne Square in Hartland, Michigan is being developed through our joint venture Ramco Highland Disposition LLC. Hartland Towne Square will be developed as a 500,000 square foot power center featuring two major anchors, a department/grocery superstore and a home improvement superstore. Meijer discount department superstore chain has committed to build a 192,000 square foot superstore at the shopping center and we are currently in negotiations with a major home improvement operator as a second anchor for the project. The development is expected to also include at least three mid-box national retailers as well as a number of outlots. The total project cost is estimated at $51 million.

Rossford Pointe is a ten acre development adjacent to our Crossroads Center located in Rossford, Ohio. The estimated project cost is $8 million for this 68,000 square foot mid-box project.

We estimate the total project costs for the five development projects to be $376.1 million. As of December 31, 2007, we have spent $65 million on such developments. We intend to wholly own the Northpointe Town Center and Rossford Pointe and therefore anticipate that $82.5 million of the total project costs will be on our balance sheet upon completion of such projects. We anticipate that we will incur $55.7 million of debt to fund these projects. We own 20% of the joint venture that is developing Hartland Towne Square, and our share of the estimated $50.6 million of project costs is $10.1 million. We anticipate that the joint venture will incur $38.0 million to fund the project. We anticipate spending an additional $243.0 million for developing The Town Center at Aquia and the Shoppes of Lakeland II which we expect to be developed through joint ventures, and therefore be accounted as off-balance sheet assets, although we do not have joint venture partners to date and no assurance can be given that we will have joint venture partners on such projects. As part of our development plans for The Town Center at Aquia and the

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Shoppes of Lakeland II, we anticipate the joint ventures will incur $182.3 million of debt and our partners will contribute $48.6 million of equity.

In summary, we estimate an additional $311 million will be incurred to complete the five developments, of which $276 million is anticipated be from new debt; new joint venture partner’s equity will contribute $59 million. Further, we anticipate the new joint venture partners will reimburse us $24 million in development cost we have incurred in connection with these projects.

Asset Management

During 2007, the improvement of core shopping centers remained a vital part of our business plan. We continued to identify opportunities within our portfolio to add value. In 2007, we commenced the following redevelopment projects:

Joint Ventures

•  Troy Marketplace in Troy, Michigan. A joint venture in which we have a 30% ownership interest purchased vacant shopping center space adjacent to a shopping center currently owned by such joint venture. The joint venture plans on re-tenanting the space with LA Fitness and additional mid-box uses previously occupied by Home Expo and constructing a new outlot building.

•  Paulding Pavilion in Hiram, Georgia is part of a joint venture in which we have a 20% ownership interest. Our redevelopment plans for this center include the re-tenanting and expanding space formerly occupied by Publix with Sports Authority and Staples and the construction of a 4,000 square foot outlot.

•  Old Orchard in West Bloomfield, Michigan is owned by a joint venture in which we have a 30% ownership interest. Our redevelopment plans for this center include re-tenanting and expanding space formerly occupied by Farmer Jack with a gourmet grocer, addition of an outlot and façade and structural improvements.

•  Collins Pointe Plaza in Cartersville, Georgia is part of a joint venture in which we have a 20% ownership interest. Our redevelopment plans include re-tenanting and expanding space formerly occupied by a Winn-Dixie store and constructing additional outlot and small shop retail space.

Wholly-Owned

•  West Allis Towne Centre in West Allis, Wisconsin. Our redevelopment plans include building additional retail space, adding two outlots and upgrading the facade.

•  Oakbrook Square in Flint, Michigan. Hobby Lobby executed a lease for 55,000 square feet of space. We also intend to replace vacancy and to build-out additional space.

At December 31, 2007, we have five additional value-added redevelopment projects in process, including two projects owned by joint ventures.

We estimate the total project costs of the 11 redevelopment projects in process to be $52.7 million. For the five redevelopment projects at our wholly owned, consolidated properties, we estimate project costs of $19.1 million of which $0.7 million has been spent as of December 31, 2007. For the six redevelopment projects at properties held by joint ventures, we estimate off-balance sheet project costs of $33.6 million (our share is estimated to be $8.6 million) of which $9.0 million has been spent as of December 31, 2007 (our share is $2.3 million).

While we anticipate redevelopments will be accretive upon completion, a majority of the projects will require taking some retail space off-line to accommodate the new/expanded tenancies. These measures will result in the loss of minimum rents and recoveries from tenants for those spaces removed from our pool of leasable space. Based on the sheer number of value-added redevelopments that will be in process in 2008, the revenue loss will create a short-term negative impact on net operating income and FFO. The majority of the projects are expected to stabilize by the end of 2009.

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Dispositions

In March 2007, we sold our ownership interests in Chester Springs and in July 2007, we sold our ownership interests in Paulding Pavilion to joint ventures in which we have a 20% ownership interest. In June 2007, we also sold Kissimmee West Shopping Center and Shoppes of Lakeland to a joint venture which we have a 7% ownership interest. In connection with the sale of these four centers to the joint ventures, we recognized a gain of $30.1 million. In late December 2007, we sold our Mission Bay shopping center on the installment method of accounting to a joint venture in which we have a 30% ownership interest. We did not realize a gain in 2007 for the sale of Mission Bay, but will realize a gain on the sale of approximately $11.7 million in 2008.

We are currently negotiating the sale of a limited number of stabilized, core portfolio assets with an approximate value of $260 million to a new joint venture. Proceeds from this transaction will be used to fund our business plan for 2008 and 2009, as well as pay down debt.

Acquisitions

In 2007, we acquired approximately $218.4 million in real estate assets from third parties for our various joint ventures. In addition, we sold five of our shopping centers to these partnerships generating approximately $74.7 million in proceeds, which was used to reduce debt and fund our co-investment obligations.

After an in-depth analysis of our business plan going forward, we intend to de-emphasize our acquisition program as a significant driver of growth. Acquisitions are planned to be more opportunistic in nature and the volume of these purchases will be substantially less than in 2007.

Joint Ventures

In addition to the properties we sold to our joint ventures noted in “Dispositions,” our joint ventures acquired additional properties in 2007.

Joint ventures in which we have a 30% ownership interest acquired the following properties:

January -	Cocoa Commons
March -	Cypress Point
August -	Old Orchard Center

Joint ventures in which we have a 20% ownership interest acquired the following properties:

February -	Peachtree Hill
October -	The Shops on Lane Avenue and Upper Arlington 450 LLC
July -	Paulding Pavilion
December -	Olentangy Plaza and Market Plaza

In July 2007, a joint venture in which we have a 7% ownership interest acquired Nora Plaza.

Wholly-Owned

In April 2007, we acquired the remaining 80% interest in Ramco Jacksonville LLC, an entity that was formed to develop a shopping center in Jacksonville, Florida.

Formation of New Unconsolidated Joint Ventures

In June 2007, we formed Ramco Highland Disposition LLC, a joint venture with Hartland Realty Partners LLC to develop Hartland Towne Square. We own 20% of the joint venture and our joint venture partner owns 80%.

In June 2007, we also formed Ramco HHF KL LLC, a joint venture with a discretionary fund managed by Heitman LLC to acquire Kissimmee West Shopping Center and Shoppes of Lakeland. We own 7% of the joint venture and our joint venture partner owns 93%.

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In July 2007, we formed Ramco HHF NP LLC, a joint venture with a discretionary fund managed by Heitman LLC to specifically acquire Nora Plaza located in Indianapolis, Indiana. We own 7% of the joint venture and our joint venture partner owns 93%.

In September 2007, we formed Ramco Jacksonville North Industrial LLC, a joint venture formed to develop land adjunct to our River City Marketplace shopping center. We own 5% of the joint venture and our joint venture partner owns 95%. As of December 31, 2007, the joint venture has $0.7 million of variable rate debt.

Competition

See page 9 of Item 1A. “Risk Factors” for a description of competitive conditions in our business.

Environmental Matters

Seepages 13-14 of Item 1A. “Risk Factors” for a description of environmental risks for our business.

Employment

As of December 31, 2007, we had 123 full time corporate employees and 24 full timeon-site shopping center maintenance personnel. None of our employees is represented by a collective bargaining unit. We believe that our relations with our employees are good.

Available Information

All reports we electronically file with, or furnish to, the SEC, including our Annual Report onForm 10-K, Quarterly Reports onForm 10-Q, Current Reports onForm 8-K and amendments to such reports, are available on our website atwww.rgpt.com, as soon as reasonably practicable after we electronically file such reports with, or furnish those reports to, the SEC. Our Corporate Governance Guidelines, Code of Business Conduct and Ethics and Board of Trustees’ committee charters also are available at the same location on our website.

Shareholders may request free copies of these documents from:

Ramco-Gershenson Properties Trust
Attention: Investor Relations
31500 Northwestern Highway
Suite 300
Farmington Hills, MI 48334

Item 1A.   Risk Factors

You should carefully consider each of the risks and uncertainties described below and elsewhere in this Annual Report onForm 10-K, as well as any amendments or updates reflected in subsequent filings with the SEC. We believe these risks and uncertainties, individually or in the aggregate, could cause our actual results to differ materially from expected and historical results and could materially and adversely affect our business operations, results of operations and financial condition. Further, additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our results and business operations.

Business Risks

Adverse market conditions and tenant bankruptcies could adversely affect our revenues.

The economic performance and value of our real estate assets are subject to all the risks associated with owning and operating real estate, including risks related to adverse changes in national, regional and local economic and market conditions. Our current properties are located in 13 states in the Midwestern, Southeastern and Mid-Atlantic regions of the United States. The economic condition of each of our markets may be dependent on one or more industries. An economic downturn in one of these industries may result in a business downturn for existing tenants, and as a result, these tenants may fail to make rental payments, decline to extend leases upon expiration, delay lease

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commencements or declare bankruptcy. In addition, we may have difficulty finding new tenants during economic downturns.

Any tenant bankruptcies, leasing delays or failure to make rental payments when due could result in the termination of the tenant’s lease and could cause material losses to us and adversely impact our operating results, unless we are able to re-let the vacant space or negotiate lease cancellation income. If our properties do not generate sufficient income to meet our operating expenses, including future debt service, our business and results of operations would be adversely affected.

The retail industry has experienced some financial difficulties during the past few years and certain local, regional and national retailers have filed for protection under bankruptcy laws. Any bankruptcy filings by or relating to one of our tenants or a lease guarantor is likely to delay our efforts to collect pre-bankruptcy debts and could ultimately preclude full collection of these sums. If a lease is assumed by the tenant in bankruptcy, all pre-bankruptcy balances due under the lease must be paid to us in full. However, if a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages. Any unsecured claim we hold may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. It is possible that we may recover substantially less than the full value of any unsecured claims we hold, if at all, which may adversely affect our operating results and financial condition.

If any of our anchor tenants becomes insolvent, suffers a downturn in business or decides not to renew its lease, it may adversely impact our business at such center. In addition, a lease termination by an anchor tenant or a failure of an anchor tenant to occupy the premises could result in lease terminations or reductions in rent by some of our non-anchor tenants in the same shopping center pursuant to the terms of their leases. In that event, we may be unable to re-let the vacated space.

Similarly, the leases of some anchor tenants may permit them to transfer their leases to other retailers. The transfer to a new anchor tenant could cause customer traffic in the retail center to decrease, which would reduce the income generated by that retail center. In addition, a transfer of a lease to a new anchor tenant could also give other tenants the right to make reduced rental payments or to terminate their leases with us.

Concentration of our credit risk could reduce our operating results.

Several of our tenants represent a significant portion of our leasing revenues. As of December 31, 2007, we received 3.6% of our annualized base rent from TJ Maxx/Marshalls and 2.9% of our annualized base rent from Publix. Three other tenants each represented at least 2.0% of our total annualized base rent. The concentration in our leasing revenue from a small number of tenants creates the risk that, should these tenants experience financial difficulties, our operating results could be adversely affected.

REIT distribution requirements limit our available cash.

As a REIT, we are subject to annual distribution requirements which limit the amount of cash we retain for other business purposes, including amounts to fund our growth. We generally must distribute annually at least 90% of our REIT taxable income, excluding any net capital gain, in order for our distributed earnings not to be subject to corporate income tax. We intend to make distributions to our shareholders to comply with the requirements of the Code. However, differences in timing between the recognition of taxable income and the actual receipt of cash could require us to sell assets or borrow funds on a short-term or long-term basis to meet the 90% distribution requirement.

Our inability to successfully identify or complete suitable acquisitions and new developments would adversely affect our results of operations.

Integral to our business strategy is our ability to continue to acquire and develop new properties. We may not be successful in identifying suitable real estate properties that meet our acquisition criteria and are compatible with our growth strategy or in consummating acquisitions or investments on satisfactory terms. We may not be successful in identifying suitable areas for new development, negotiating for the acquisition of the land, obtaining required permits and authorizations, or completing developments within our budgets and on a timely basis or leasing any

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newly-developed space. If we fail to identify or complete suitable acquisitions or developments on a timely basis and within our budget, our financial condition and results of operations could be adversely affected and our growth could slow.

Our redevelopment projects may not yield anticipated returns, which would adversely affect our operating results.

A key component of our business strategy is exploring redevelopment opportunities at existing properties within our portfolio and in connection with property acquisitions. To the extent that we engage in these redevelopment activities, they will be subject to the risks normally associated with these projects, including, among others, cost overruns and timing delays as a result of the lack of availability of materials and labor, weather conditions and other factors outside of our control. Any substantial unanticipated delays or expenses could adversely affect the investment returns from these redevelopment projects and adversely impact our operating results.

We face competition for the acquisition and development of real estate properties, which may impede our ability to grow our operations or may increase the cost of these activities.

We compete with many other entities for the acquisition of retail shopping centers and land that is appropriate for new developments, including other REITs, private institutional investors and other owner-operators of shopping centers. These competitors may increase the price we pay to acquire properties or may succeed in acquiring those properties themselves. In addition, the sellers of properties we wish to acquire may find our competitors to be more attractive buyers because they may have greater resources, may be willing to pay more, or may have a more compatible operating philosophy. In particular, larger REITs may enjoy significant competitive advantages that result from, among other things, a lower cost of capital. In addition, the number of entities and the amount of funds competing for suitable properties may increase. This would increase demand for these properties and therefore increase the prices paid for them. If we pay higher prices for properties or are unable to acquire suitable properties at reasonable prices, our ability to grow may be adversely affected.

Competition may affect our ability to renew leases or re-let space on favorable terms and may require us to make unplanned capital improvements.

We face competition from similar retail centers within the trade areas in which our centers operate to renew leases or re-let space as leases expire. Some of these competing properties may be newer and better located or have a better tenant mix than our properties, which would increase competition for customer traffic and creditworthy tenants. We may not be able to renew leases or obtain replacement tenants as leases expire, and the terms of renewals or new leases, including the cost of required renovations or concessions to tenants, may be less favorable to us than current lease terms. Increased competition for tenants may also require us to make capital improvements to properties which we would not have otherwise planned to make. In addition, we and our tenants face competition from alternate forms of retailing, including home shopping networks, mail order catalogues and on-line based shopping services, which may limit the number of retail tenants that desire to seek space in shopping center properties generally and may decrease revenues of existing tenants. If we are unable to re-let substantial amounts of vacant space promptly, if the rental rates upon a renewal or new lease are significantly lower than expected, or if reserves for costs of re-letting prove inadequate, then our earnings and cash flows will decrease.

We may be restricted from re-letting space based on existing exclusivity lease provisions with some of our tenants.

In a number of cases, our leases contain provisions giving the tenant the exclusive right to sell clearly identified types of merchandise or provide specific types of services within the particular retail center or limit the ability of other tenants to sell that merchandise or provide those services. When re-letting space after a vacancy, these provisions may limit the number and types of prospective tenants suitable for the vacant space. If we are unable to re-let space on satisfactory terms, our operating results would be adversely impacted.

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We hold investments in joint ventures in which we do not control all decisions, and we may have conflicts of interest with our joint venture partners.

As of December 31, 2007, 31 of our shopping centers were partially owned by non-affiliated partners through joint venture arrangements, none of which we have a controlling interest in. We do not control all decisions in our joint ventures and may be required to take actions that are in the interest of the joint venture partners but not our best interests. Accordingly, we may not be able to favorably resolve any issues which arise, or we may have to provide financial or other inducements to our joint venture partners to obtain such resolution.

Various restrictive provisions and rights govern sales or transfers of interests in our joint ventures. These may work to our disadvantage because, among other things, we may be required to make decisions as to the purchase or sale of interests in our joint ventures at a time that is disadvantageous to us.

Bankruptcy of our joint venture partners could adversely affect us.

We could be adversely affected by the bankruptcy of one of our joint venture partners. The profitability of shopping centers held in a joint venture could also be adversely affected by the bankruptcy of one of the joint venture partners if, because of certain provisions of the bankruptcy laws, we were unable to make important decisions in a timely fashion or became subject to additional liabilities.

Rising operating expenses could adversely affect our operating results.

Our properties are subject to increases in real estate and other tax rates, utility costs, insurance costs, repairs and maintenance and administrative expenses. Our current properties and any properties we acquire in the future may be subject to rising operating expenses, some or all of which may be out of our control. If any property is not fully occupied or if revenues are not sufficient to cover operating expenses, then we could be required to expend funds for that property’s operating expenses. In addition, while most of our leases require that tenants pay all or a portion of the applicable real estate taxes, insurance and operating and maintenance costs, renewals of leases or future leases may not be negotiated on these terms, in which event we will have to pay those costs. If we are unable to lease properties on a basis requiring the tenants to pay all or some of these costs, or if tenants fail to pay such costs, it could adversely affect our operating results.

The illiquidity of our real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties, which could adversely impact our financial condition.

Because real estate investments are relatively illiquid, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions is limited. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand, that are beyond our control. We cannot predict whether we will be able to sell any property for the price and other terms we seek, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to complete the sale of a property. We may be required to expend funds to correct defects or to make improvements before a property can be sold, and we cannot assure you that we will have funds available to correct those defects or to make those improvements. These factors and any others that would impede our ability to respond to adverse changes in the performance of our properties could significantly adversely affect our financial condition and operating results.

If we suffer losses that are not covered by insurance or that are in excess of our insurance coverage limits, we could lose invested capital and anticipated profits.

Catastrophic losses, such as losses resulting from wars, acts of terrorism, earthquakes, floods, hurricanes, tornadoes or other natural disasters, pollution or environmental matters, generally are either uninsurable or not economically insurable, or may be subject to insurance coverage limitations, such as large deductibles or co-payments. Although we currently maintain “all risk” replacement cost insurance for our buildings, rents and personal property, commercial general liability insurance and pollution and environmental liability insurance, our insurance coverage may be inadequate if any of the events described above occurred to, or caused the destruction of,

10

one or more of our properties. Under that scenario, we could lose both our invested capital and anticipated profits from that property.

Capitalization Risks

We have substantial debt obligations, including variable rate debt, which may impede our operating performance and put us at a competitive disadvantage.

Required repayments of debt and related interest can adversely affect our operating performance. As of December 31, 2007, we had $690.8 million of outstanding indebtedness, of which $187.5 million bore interest at a variable rate, and we had the ability to borrow an additional $38.8 million under our existing Unsecured Revolving Credit Facility (taking into account the impact of our interest rate swap agreements) and to increase the availability under our Unsecured Revolving Credit Facility by up to $100 million under terms of the Credit Facility. Increases in interest rates on our existing indebtedness would increase our interest expense, which could adversely affect our cash flow and our ability to pay dividends. For example, if market rates of interest on our variable rate debt outstanding as of December 31, 2007 increased by 1.0%, the increase in interest expense on our existing variable rate debt would decrease future earnings and cash flows by approximately $1.1 million annually.

The amount of our debt may adversely affect our business and operating results by:

•  requiring us to use a substantial portion of our funds from operations to pay interest, which reduces the amount available for dividends and working capital;

•  placing us at a competitive disadvantage compared to our competitors that have less debt;

•  making us more vulnerable to economic and industry downturns and reducing our flexibility to respond to changing business and economic conditions;

•  limiting our ability to borrow more money for operations, working capital or to finance acquisitions in the future; and

•  limiting our ability to refinance or repay debt obligations when they become due.

Subject to compliance with the financial covenants in our borrowing agreements, our management and Board of Trustees have discretion to increase the amount of our outstanding debt at any time. We could become more highly leveraged, resulting in an increase in debt service costs that could adversely affect our cash flow and the amount available for distribution to our shareholders. If we increase our debt, we may also increase the risk of default on our debt.

Because we must annually distribute a substantial portion of our income to maintain our REIT status, we will continue to need additional debt and/or equity capital to grow.

In general, we must annually distribute at least 90% of our REIT taxable income, excluding net capital gain, to our shareholders to maintain our REIT status. As a result, those earnings will not be available to fund acquisition, development or redevelopment activities. We have historically funded acquisition, development and redevelopment activities by:

•  retaining cash flow that we are not required to distribute to maintain our REIT status;

•  borrowing from financial institutions;

•  selling assets that we do not believe present the potential for significant future growth or that are no longer compatible with our business plan;

•  selling common shares and preferred shares; and

•  entering into joint venture transactions with third parties.

We expect to continue to fund our acquisition, development and redevelopment activities in this way. Our failure to obtain funds from these sources could limit our ability to grow, which could have a material adverse effect on the value of our securities.

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Our financial covenants may restrict our operating or acquisition activities, which may adversely impact our financial condition and operating results.

The financial covenants contained in our mortgages and debt agreements reduce our flexibility in conducting our operations and create a risk of default on our debt if we cannot continue to satisfy them. The mortgages on our properties contain customary negative covenants such as those that limit our ability, without the prior consent of the lender, to further mortgage the applicable property or to discontinue insurance coverage. In addition, if we breach covenants in our debt agreements, the lender can declare a default and require us to repay the debt immediately and, if the debt is secured, can ultimately take possession of the property securing the loan.

In particular, our outstanding Credit Facility and our Secured Term Loan contain customary restrictions, requirements and other limitations on our ability to incur indebtedness, including limitations on the ratio of total liabilities to assets and minimum fixed charge coverage and tangible net worth ratios. Our ability to borrow under our Credit Facility is subject to compliance with these financial and other covenants. We rely in part on borrowings under our Credit Facility to finance acquisition, development and redevelopment activities and for working capital. If we are unable to borrow under our Credit Facility or to refinance existing indebtedness, our financial condition and results of operations would likely be adversely impacted.

Mortgage debt obligations expose us to increased risk of loss of property, which could adversely affect our financial condition.

Incurring mortgage debt increases our risk of loss because defaults on indebtedness secured by properties may result in foreclosure actions by lenders and ultimately our loss of the related property. We have entered into mortgage loans which are secured by multiple properties and contain cross-collateralization and cross-default provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that we default under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan. For federal income tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure but would not receive any cash proceeds.

Tax Risks

Our failure to qualify as a REIT would result in higher taxes and reduced cash available for our shareholders.

We believe that we currently operate in a manner so as to qualify as a REIT for federal income tax purposes. Our continued qualification as a REIT will depend on our satisfaction of certain asset, income, investment, organizational, distribution, shareholder ownership and other requirements on a continuing basis. Our ability to satisfy the asset tests depends upon our analysis of the fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals. Our compliance with the REIT income and asset requirements also depends upon our ability to manage successfully the composition of our income and assets on an ongoing basis. Moreover, the proper classification of an instrument as debt or equity for federal income tax purposes may be uncertain in some circumstances, which could affect the application of the REIT qualification requirements. Accordingly, there can be no assurance that the IRS will not contend that our interests in subsidiaries or other issuers constitute a violation of the REIT requirements. Moreover, future economic, market, legal, tax or other considerations may cause us to fail to qualify as a REIT.

If we were to fail to qualify as a REIT in any taxable year, we would be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates, and distributions to shareholders would not be deductible by us in computing our taxable income. Any such corporate tax liability could be substantial and would reduce the amount of cash available for distribution to our shareholders, which in turn could have an adverse impact on the value of, and trading prices for, our common shares. Unless entitled to relief under certain Code provisions, we also would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to qualify as a REIT.

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We have been the subject of IRS examinations for prior years. With respect to the IRS examination of our taxable years ended December 31, 1991 through December 31, 1995, we entered into a closing agreement with the IRS on December 4, 2003. Pursuant to the terms of the closing agreement, we agreed, among other things, to pay deficiency dividends, and we consented to the assessment and collection of tax deficiencies and to the assessment and collection of interest on such tax deficiencies and deficiency dividends. All amounts assessed by the IRS to date have been paid. We have advised the relevant taxing authorities for the state and local jurisdictions where we conducted business during the taxable years ended December 31, 1991 through December 31, 1995 of the terms of the closing agreement. We believe that our exposure to state and local tax, penalties, interest and other miscellaneous expenses will not exceed $1.4 million as of December 31, 2007. It is our belief that any liability for state and local tax, penalties, interest and other miscellaneous expenses that may exist with respect to the taxable years ended December 31, 1991 through December 31, 1995 will be covered under a Tax Agreement that we entered into with Atlantic Realty Trust (“Atlantic”)and/or Kimco SI 1339, Inc. (formerly known as SI 1339, Inc.), its successor in interest. However, no assurance can be given that Atlantic or Kimco SI, 1339, Inc. will reimburse us for future amounts paid in connection with our taxable years ended December 31, 1991 through December 31, 1995. See Note 21 of the Notes to the Consolidated Financial Statements in Item 8.

Even if we qualify as a REIT, we may be subject to various federal income and excise taxes, as well as state and local taxes.

Even if we qualify as a REIT, we may be subject to federal income and excise taxes in various situations, such as if we fail to distribute all of our REIT taxable income. We also will be required to pay a 100% tax on non-arm’s length transactions between us and a TRS (described below) and on any net income from sales of property that the IRS successfully asserts was property held for sale to customers in the ordinary course. Additionally, we may be subject to state or local taxation in various state or local jurisdictions, including those in which we transact business. The state and local tax laws may not conform to the federal income tax treatment. Any taxes imposed on us would reduce our operating cash flow and net income.

Legislative or other actions affecting REITs could have a negative effect on us.

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the United States Treasury Department. Changes to tax laws, which may have retroactive application, could adversely affect our shareholders or us. We cannot predict how changes in tax laws might affect our shareholders or us.

We are subject to various environmental laws and regulations which govern our operations and which may result in potential liability.

Under various Federal, state and local laws, ordinances and regulations relating to the protection of the environment (“Environmental Laws”), a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances disposed, stored, released, generated, manufactured or discharged from, on, at, onto, under or in such property. Environmental Laws often impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence or release of such hazardous or toxic substance. The presence of such substances, or the failure to properly remediate such substances when present, released or discharged, may adversely affect the owner’s ability to sell or rent such property or to borrow using such property as collateral. The cost of any required remediation and the liability of the owner or operator therefore as to any property is generally not limited under such Environmental Laws and could exceed the value of the propertyand/or the aggregate assets of the owner or operator. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the cost of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such persons. In addition to any action required by Federal, state or local authorities, the presence or release of hazardous or toxic substances on or from any property could result in private plaintiffs bringing claims for personal injury or other causes of action.

In connection with ownership (direct or indirect), operation, management and development of real properties, we may be potentially liable for remediation, releases or injury. In addition, Environmental Laws impose on owners or operators the requirement of ongoing compliance with rules and regulations regarding business-related activities that

13

may affect the environment. Such activities include, for example, the ownership or use of transformers or underground tanks, the treatment or discharge of waste waters or other materials, the removal or abatement of asbestos-containing materials (“ACMs”) or lead-containing paint during renovations or otherwise, or notification to various parties concerning the potential presence of regulated matters, including ACMs. Failure to comply with such requirements could result in difficulty in the lease or sale of any affected propertyand/or the imposition of monetary penalties, fines or other sanctions in addition to the costs required to attain compliance. Several of our properties have or may contain ACMs or underground storage tanks; however, we are not aware of any potential environmental liability which could reasonably be expected to have a material impact on our financial position or results of operations. No assurance can be given that future laws, ordinances or regulations will not impose any material environmental requirement or liability, or that a material adverse environmental condition does not otherwise exist.

Item 1B.   Unresolved Staff Comments.

None.

Item 2.   Properties.

For all tables in this Item 2, Annualized Base Rental Revenue is equal to December 2007 base rental revenue multiplied by 12.

The properties in which we own interests are located in 13 states throughout the Midwestern, Southeastern and Mid-Atlantic regions of the United States as follows:

			Annualized Base
	Number of		Rental Revenue At		Company
State	Properties		December 31, 2007		Owned GLA
Michigan		35	$	63,792,508		6,606,977
Florida		25		48,679,248		4,296,970
Georgia		9		8,393,319		1,188,433
Ohio		7		12,627,259		1,208,297
Tennessee		3		2,915,996		497,635
Wisconsin		2		3,521,493		502,354
Indiana		2		5,033,223		419,628
New Jersey		1		3,181,482		224,153
Virginia		1		2,136,523		218,145
Illinois		1		1,906,020		162,705
Maryland		1		1,812,563		251,511
South Carolina		1		1,424,758		241,231
North Carolina		1		1,151,663		211,524
Total		89	$	156,576,055		16,029,563

The above table includes 31 properties owned by joint ventures in which we do not have a controlling interest.

Our properties, by type of center, consist of the following:

			Annualized Base
	Number of		Rental Revenues At		Company
Type of Tenant	Properties		December 31, 2007		Owned GLA
Community shopping centers		88	$	153,005,951		15,629,296
Enclosed regional mall		1		3,570,104		400,267
Total		89	$	156,576,055		16,029,563

See Note 24 of the Notes to the Consolidated Financial Statements in Item 8 for a description of the encumbrances on each property. Additional information regarding the Properties is included in the Property Schedule on the following pages.

14

Property Summary
As of December 31, 2007

					Year Constructed /
					Acquired / Year of		Number		Total Shopping Center GLA:
					Latest Renovation		of		Anchors:										Company Owned GLA							Annualized Base Rent
Property	Location	Ownership %			or Expansion(1)		Units		Non-Company Owned		Company Owned		Total Anchor GLA		Non-Anchor GLA		Total		Total		Leased		Occupancy			Total		PSF		Anchors[2]
Owned:
Florida
Coral Creek Shops	Coconut Creek, FL		100	%		1992/2002/NA		33				42,112		42,112		67,200		109,312		109,312		88,912		81.3	%	$	1,289,794	$	14.51	Publix
Lantana Shopping Center	Lantana, FL		100	%		1959/1996/2002		22				61,166		61,166		62,444		123,610		123,610		118,960		96.2	%	$	1,245,439	$	10.47	Publix
Naples Towne Centre	Naples, FL		100	%		1982/1996/2003		14		32,680		102,027		134,707		32,680		167,387		134,707		132,794		98.6	%	$	834,339	$	6.28	Goodwill [3], Save-A-Lot, Bealls
Pelican Plaza	Sarasota, FL		100	%		1983/1997/NA		32				35,768		35,768		70,105		105,873		105,873		83,323		78.7	%	$	918,159	$	11.02	Linens ’n Things
Plaza at Delray	Delray Beach, FL		100	%		1979/2004/NA		48				193,967		193,967		137,529		331,496		331,496		313,145		94.5	%	$	4,654,856	$	14.86	Books A Million, Linens ’n Things, Marshalls,
																														Publix, Regal Cinemas, Staples
Publix at River Crossing	New Port Richey, FL		100	%		1998/2003/NA		16				37,888		37,888		24,150		62,038		62,038		60,638		97.7	%	$	705,723	$	11.64	Publix
River City Marketplace	Jacksonville, FL		100	%		2005/2005/NA		63		342,501		282,087		624,588		204,749		829,337		486,836		463,054		95.1	%	$	7,236,766	$	15.63	Wal-Mart [3], Lowe’s[3], Bed Bath & Beyond, Best Buy,
																														Gander Mountain, Michaels, OfficeMax, PetSmart,
																														Ross Dress For Less, Wallace Theaters
Rivertowne Square	Deerfield Beach, FL		100	%		1980/1998/NA		22				70,948		70,948		65,699		136,647		136,647		130,347		95.4	%	$	1,219,813	$	9.36	Winn-Dixie, Office Depot
Southbay Shopping Center	Osprey, FL		100	%		1978/1998/NA		19				31,700		31,700		64,875		96,575		96,575		71,468		74.0	%	$	539,835	$	7.55	Bealls Coastal Home
The Crossroads	Royal Palm Beach, FL		100	%		1988/2002/NA		35				42,112		42,112		77,980		120,092		120,092		115,382		96.1	%	$	1,721,498	$	14.92	Publix
Village Lakes Shopping Center	Land O’ Lakes, FL		100	%		1987/1997/NA		24				125,141		125,141		61,355		186,496		186,496		172,195		92.3	%	$	998,680	$	5.80	Kash ’N Karry Food Store, Wal-Mart
Total/Weighted Average								328		375,181		1,024,916		1,400,097		868,766		2,268,863		1,893,682		1,750,218		92.4	%	$	21,364,904	$	12.21
Georgia
Centre at Woodstock	Woodstock, GA		100	%		1997/2004/NA		14				51,420		51,420		35,328		86,748		86,748		75,960		87.6	%	$	887,266	$	11.68	Publix
Conyers Crossing	Conyers, GA		100	%		1978/1998/NA		15				138,915		138,915		31,560		170,475		170,475		170,475		100.0	%	$	960,500	$	5.63	Burlington Coat Factory, Hobby Lobby
Horizon Village	Suwanee, GA		100	%		1996/2002/NA		22				47,955		47,955		49,046		97,001		97,001		87,686		90.4	%	$	1,013,052	$	11.55	Publix [4] (subleased to a + Market)
Mays Crossing	Stockbridge, GA		100	%		1984/1997/NA		20				100,244		100,244		37,040		137,284		137,284		128,384		93.5	%	$	769,675	$	6.00	ApplianceSmart Factory Outlet, Big Lots, Dollar Tree
Promenade at Pleasant Hill	Duluth, GA		100	%		1993/2004/NA		36				199,555		199,555		95,000		294,555		294,555		267,136		90.7	%	$	2,080,549	$	7.79	Farmers Home Furniture, Old Time Pottery, Publix
Total/Weighted Average								107		—		538,089		538,089		247,974		786,063		786,063		729,641		92.8	%	$	5,711,043	$	7.83
Michigan
Auburn Mile	Auburn Hills, MI		100	%		2000/1999/NA		7		533,659		64,298		597,957		26,238		624,195		90,536		90,536		100.0	%	$	932,058	$	10.29	Best Buy [3], Target [3], Meijer [3], Costco [3], Jo-Ann etc,
																														Staples
Beacon Square	Grand Haven, MI		100	%		2004/2004/NA	��	12		103,316		—		103,316		42,981		146,297		42,981		42,981		100.0	%	$	727,193	$	16.92	Home Depot [3]
Clinton Pointe	Clinton Twp., MI		100	%		1992/2003/NA		14		112,000		65,735		177,735		69,595		247,330		135,330		109,030		80.6	%	$	1,100,945	$	10.10	OfficeMax, Sports Authority, Target [3]
Clinton Valley Mall	Sterling Heights, MI		100	%		1977/1996/2002		10				55,175		55,175		69,771		124,946		124,946		99,281		79.5	%	$	1,550,740	$	15.62	Office Depot, DSW Shoe Warehouse
Clinton Valley	Sterling Heights, MI		100	%		1985/1996/NA		12				50,262		50,262		51,149		101,411		101,411		79,196		78.1	%	$	643,549	$	8.13	Big Lots

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					Year Constructed /
					Acquired / Year of		Number		Total Shopping Center GLA:
					Latest Renovation		of		Anchors:										Company Owned GLA							Annualized Base Rent
Property	Location	Ownership %			or Expansion(1)		Units		Non-Company Owned		Company Owned		Total Anchor GLA		Non-Anchor GLA		Total		Total		Leased		Occupancy			Total		PSF		Anchors[2]
Eastridge Commons	Flint, MI		100	%		1990/1996/2001		16		117,777		117,972		235,749		51,704		287,453		169,676		161,459		95.2	%	$	1,681,011	$	10.41	Farmer Jack (A&P) [4], Office Depot, Target [3], TJ Maxx
Edgewood Towne Center	Lansing, MI		100	%		1990/1996/2001		16		209,272		23,524		232,796		62,233		295,029		85,757		79,993		93.3	%	$	853,063	$	10.66	OfficeMax, Sam’s Club [3], Target [3]
Fairlane Meadows	Dearborn, MI		100	%		1987/2003/NA		22		175,830		56,586		232,416		80,922		313,338		137,508		111,208		80.9	%	$	1,770,702	$	15.92	Best Buy, Target [3], Burlington Coat Factory [3]
Fraser Shopping Center	Fraser, MI		100	%		1977/1996/NA		8				52,784		52,784		23,915		76,699		76,699		71,735		93.5	%	$	431,935	$	6.02	Oakridge Market, Rite-Aid
Gaines Marketplace	Gaines Twp., MI		100	%		2005/2004/NA		15				351,981		351,981		40,188		392,169		392,169		387,669		98.9	%	$	1,640,615	$	4.23	Meijer, Staples, Target
Jackson Crossing	Jackson, MI		100	%		1967/1996/2002		65		254,242		222,468		476,710		177,799		654,509		400,267		382,005		95.4	%	$	3,570,104	$	9.35	Kohl’s, Sears [3], Target [3] TJ Maxx, Toys “R” Us, Best Buy,
																														Bed Bath & Beyond, Jackson 10 Theater
Jackson West	Jackson, MI		100	%		1996/1996/1999		5				194,484		194,484		15,837		210,321		210,321		210,321		100.0	%	$	1,617,282	$	7.69	Circuit City, Lowe’s, Michaels, OfficeMax
Kentwood Towne Centre[6]	Kentwood, MI		77.88	%		1988/1996//NA		18		101,909		122,390		224,299		61,265		285,564		183,655		166,263		90.5	%	$	1,256,032	$	7.55	Hobby Lobby, OfficeMax, Rooms Today [3]
Lake Orion Plaza	Lake Orion, MI		100	%		1977/1996/NA		9				114,574		114,574		14,878		129,452		129,452		125,932		97.3	%	$	545,539	$	4.33	Hollywood Super Market, Kmart
Lakeshore Marketplace	Norton Shores, MI		100	%		1996/2003/NA		21		126,842		258,638		385,480		89,015		474,495		347,653		341,959		98.4	%	$	2,772,149	$	8.11	Barnes & Noble, Dunham’s, Elder-Beerman,
																														Hobby Lobby, TJ Maxx, Toys “R” Us, Target [3]
Livonia Plaza	Livonia, MI		100	%		1988/2003/NA		20				90,831		90,831		43,032		133,863		133,863		123,259		92.1	%	$	1,272,323	$	10.32	Kroger, TJ Maxx
Madison Center	Madison Heights, MI		100	%		1965/1997/2000		15				167,830		167,830		59,258		227,088		227,088		215,039		94.7	%	$	1,412,495	$	6.57	Dunham’s, Kmart
New Towne Plaza	Canton Twp., MI		100	%		1975/1996/2005		15				126,425		126,425		59,943		186,368		186,368		186,368		100.0	%	$	1,817,567	$	9.75	Kohl’s, Jo-Ann etc
Roseville Towne Center	Roseville, MI		100	%		1963/1996/2004		9				206,747		206,747		40,221		246,968		246,968		246,968		100.0	%	$	1,643,778	$	6.66	Marshalls, Wal-Mart, Office Depot
Shoppes at Fairlane Meadows/Dearborn	Dearborn, MI		100	%		2007/NA/NA		4				—		—		13,197		13,197		13,197		13,197		100.0	%	$	316,736	$	24.00	No Anchor
Southfield Plaza	Southfield, MI		100	%		1969/1996/2003		14				128,340		128,340		37,660		166,000		166,000		165,100		99.5	%	$	1,367,076	$	8.28	Burlington Coat Factory, Marshalls, Staples
Taylor Plaza	Taylor, MI		100	%		1970/1996/2006		1				102,513		102,513		—		102,513		102,513		102,513		100.0	%	$	439,992	$	4.29	Home Depot
Tel-Twelve	Southfield, MI		100	%		1968/1996/2003		21				479,869		479,869		43,542		523,411		523,411		523,411		100.0	%	$	5,462,806	$	10.44	Meijer, Lowe’s, Office Depot, Best Buy,
																														DSW Shoe Warehouse, Michaels , PetSmart
West Oaks I	Novi, MI		100	%		1979/1996/2004		8				215,251		215,251		30,616		245,867		245,867		245,867		100.0	%	$	2,640,808	$	10.74	Circuit City, OfficeMax, DSW Shoe Warehouse,
																														Home Goods, Michaels, Gander Mountain
West Oaks II	Novi, MI		100	%		1986/1996/2000		30		221,140		90,753		311,893		77,201		389,094		167,954		164,638		98.0	%	$	2,765,414	$	16.80	Value City Furniture [3], Bed Bath & Beyond [3],
																														Marshalls, Toys “R” Us [3], Petco [3], Kohl’s [3], Jo-Ann etc
Total/Weighted Average								387		1,955,987		3,359,430		5,315,417		1,282,160		6,597,577		4,641,590		4,445,928		95.8	%	$	40,231,914	$	9.05
North Carolina
Ridgeview Crossing	Elkin, NC		100	%		1989/1997/1995		20				168,659		168,659		42,865		211,524		211,524		206,449		97.6	%	$	1,151,664	$	5.58	Belk Department Store, Ingles Market, Wal-Mart
Total/Weighted Average								20		—		168,659		168,659		42,865		211,524		211,524		206,449		97.6	%	$	1,151,664	$	5.58

16

					Year Constructed /
					Acquired / Year of		Number		Total Shopping Center GLA:
					Latest Renovation		of		Anchors:										Company Owned GLA							Annualized Base Rent
Property	Location	Ownership %			or Expansion(1)		Units		Non-Company Owned		Company Owned		Total Anchor GLA		Non-Anchor GLA		Total		Total		Leased		Occupancy			Total		PSF		Anchors[2]
Ohio
Crossroads Centre	Rossford, OH		100	%		2001/2001/NA		22		126,200		255,091		381,291		99,054		480,345		354,145		349,245		98.6	%	$	3,462,708	$	9.91	Home Depot, Target [3], Giant Eagle, Michaels,
																														Linens ’n Things
OfficeMax Center	Toledo, OH		100	%		1994/1996/NA		1				22,930		22,930		—		22,930		22,930		22,930		100.0	%	$	265,988	$	11.60	OfficeMax
Rossford Pointe	Rossford, OH		100	%		2006/2005/NA		4				41,077		41,077		3,200		44,277		44,277		44,277		100.0	%	$	552,727	$	12.48	PetSmart, Office Depot
Spring Meadows Place	Holland, OH		100	%		1987/1996/2005		28		384,770		110,691		495,461		101,126		596,587		211,817		202,955		95.8	%	$	2,245,396	$	11.06	Dick’s Sporting Goods [3], Best Buy [3], Kroger [3], Target [3],
																														TJ Maxx, OfficeMax, PetSmart, Sam’s Club [3], Ashley Furniture
Troy Towne Center	Troy, OH		100	%		1990/1996/2003		17		90,921		107,584		198,505		37,026		235,531		144,610		118,670		82.1	%	$	754,728	$	6.36	Wal-Mart[3], Kohl’s
Total/Weighted Average								72		601,891		537,373		1,139,264		240,406		1,379,670		777,779		738,077		94.9	%	$	7,281,547	$	9.87
South Carolina
Taylors Square	Taylors, SC		100	%		1989/1997/2005		14				207,454		207,454		33,777		241,231		241,231		238,475		98.9	%	$	1,424,758	$	5.97	Wal-Mart
Total/Weighted Average								14		—		207,454		207,454		33,777		241,231		241,231		238,475		98.9	%	$	1,424,758	$	5.97
Tennessee
Highland Square	Crossville, TN		100	%		1988/1997/2005		20				130,373		130,373		35,620		165,993		165,993		131,495		79.2	%	$	833,428	$	6.34	Kroger, Tractor Supply, Peebles
Northwest Crossing	Knoxville, TN		100	%		1989/1997/NA		11				273,535		273,535		29,933		303,468		303,468		303,468		100.0	%	$	1,799,754	$	5.93	Wal-Mart, Ross Dress for Less, Gregg Appliances
Northwest Crossing II	Knoxville, TN		100	%		1999/1999/NA		2				23,500		23,500		4,674		28,174		28,174		28,174		100.0	%	$	282,814	$	10.04	OfficeMax
Total/Weighted Average								33		—		427,408		427,408		70,227		497,635		497,635		463,137		93.1	%	$	2,915,996	$	6.30
Wisconsin
East Town Plaza	Madison, WI		100	%		1992/2000/2000		18		132,995		144,685		277,680		64,274		341,954		208,959		185,551		88.8	%	$	1,773,919	$	9.56	Burlington Coat Factory, Marshalls, Jo-Ann, Borders,
																														Toys “R” Us [3], Shopko [3]
Total/Weighted Average								18		132,995		144,685		277,680		64,274		341,954		208,959		185,551		88.8	%	$	1,773,919	$	9.56
Operating Total/Weighted Average								979		3,066,054		6,408,014		9,474,068		2,850,449		12,324,517		9,258,463		8,757,476		94.6	%	$	81,855,744	$	9.35
Joint Ventures:
Florida
Cypress Point	Clearwater, FL		30	%		1983/2007/NA		22				94,500		94,500		64,185		158,685		158,685		152,706		96.2	%	$	1,668,964	$	10.93	Burlington Coat Factory, The Fresh Market
Kissimmee West	Kissimmee, FL		7	%		2005/2005/NA		17		184,600		67,000		251,600		48,586		300,186		115,586		115,586		100.0	%	$	1,466,466	$	12.69	Jo-Ann, Marshalls, Target [3]
Marketplace of Delray	Delray Beach, FL		30	%		1981/2005/NA		48				116,469		116,469		129,911		246,380		246,380		210,816		85.6	%	$	2,604,739	$	12.36	David Morgan Fine Arts[5], Office Depot, Winn-Dixie
Martin Square	Stuart, FL		30	%		1981/2005/NA		14				291,432		291,432		39,673		331,105		331,105		331,105		100.0	%	$	2,148,000	$	6.49	Home Depot, Howards Interiors, Kmart, Staples
Mission Bay Plaza	Boca Raton, FL		30	%		1989/2004/NA		56				159,147		159,147		113,719		272,866		272,866		265,360		97.2	%	$	4,879,890	$	18.39	Albertsons, LA Fitness Sports Club, OfficeMax,
																														Toys“R” Us
Shenandoah Square	Davie, FL		40	%		1989/2001/NA		44				42,112		42,112		81,500		123,612		123,612		116,832		94.5	%	$	1,888,324	$	16.16	Publix
Shoppes of Lakeland	Lakeland, FL		7	%		1985/1996/NA		22		123,400		122,441		245,841		66,447		312,288		188,888		188,888		100.0	%	$	2,189,871	$	11.59	Michaels, Ashley Furniture, Target [3], Linens ’n Things

17

					Year Constructed /
					Acquired / Year of		Number		Total Shopping Center GLA:
					Latest Renovation		of		Anchors:										Company Owned GLA							Annualized Base Rent
Property	Location	Ownership %			or Expansion(1)		Units		Non-Company Owned		Company Owned		Total Anchor GLA		Non-Anchor GLA		Total		Total		Leased		Occupancy			Total		PSF		Anchors[2]
Treasure Coast Commons	Jensen Beach, FL		30	%		1996/2004/NA		3				92,979		92,979		—		92,979		92,979		92,979		100.0	%	$	1,154,920	$	12.42	Barnes & Noble, OfficeMax, Sports Authority
Village of Oriole Plaza	Delray Beach, FL		30	%		1986/2005/NA		39				42,112		42,112		113,640		155,752		155,752		150,152		96.4	%	$	1,989,478	$	13.25	Publix
Village Plaza	Lakeland, FL		30	%		1989/2004/NA		27				64,504		64,504		76,088		140,592		140,592		130,380		92.7	%	$	1,483,263	$	11.38	Circuit City, Staples
Vista Plaza	Jensen Beach, FL		30	%		1998/2004/NA		9				87,072		87,072		22,689		109,761		109,761		109,761		100.0	%	$	1,422,812	$	12.96	Bed Bath & Beyond, Circuit City, Michaels
West Broward Shopping Center	Plantation, FL		30	%		1965/2005/NA		19				81,801		81,801		74,435		156,236		156,236		156,236		100.0	%	$	1,600,307	$	10.24	Badcock, National Pawn Shop, Save-A-Lot, US Postal Service
Total/Weighted Average								320		308,000		1,261,569		1,569,569		830,873		2,400,442		2,092,442		2,020,801		96.6	%	$	24,497,034	$	12.12
Georgia
Peachtree Hill	Duluth, GA		20	%		1986/2007/NA		35				85,772		85,772		63,461		149,233		149,233		123,633		82.8	%	$	1,488,383	$	12.04	Kroger, Outrageous Bargains
Total/Weighted Average								35		—		85,772		85,772		63,461		149,233		149,233		123,633		82.8	%	$	1,488,383	$	12.04
Indiana
Merchants’ Square	Carmel, IN		20	%		1970/2004/NA		48		80,000		69,504		149,504		209,658		359,162		279,162		264,538		94.8	%	$	3,263,695	$	12.34	Marsh [3], Cost Plus, Hobby Lobby
Nora Plaza	Indianapolis, IN		7	%		1958/2007/2002		25		123,800		58,144		181,944		82,322		264,266		140,466		130,147		92.7	%	$	1,769,528	$	13.60	Target [3], Marshalls, Wild Oats
Total/Weighted Average								73		203,800		127,648		331,448		291,980		623,428		419,628		394,685		94.1	%	$	5,033,223	$	12.75
Maryland
Crofton Centre	Crofton, MD		20	%		1974/1996/NA		18				176,376		176,376		75,135		251,511		251,511		251,511		100.0	%	$	1,812,563	$	7.21	Shoppers Food Warehouse, Kmart, Leather Expo
Total/Weighted Average								18		—		176,376		176,376		75,135		251,511		251,511		251,511		100.0	%	$	1,812,563	$	7.21
Michigan
Gratiot Crossing	Chesterfield, MI		30	%		1980/2005/NA		15				122,406		122,406		43,138		165,544		165,544		153,160		92.5	%	$	1,358,440	$	8.87	Jo-Ann, Kmart
Hunter’s Square	Farmington Hills, MI		30	%		1988/2005/NA		36				194,236		194,236		163,066		357,302		357,302		344,315		96.4	%	$	6,218,641	$	18.06	Bed Bath & Beyond, Borders, Loehmann’s,
																														Marshalls, TJ Maxx
Millennium Park	Livonia, MI		30	%		2000/2005/NA		14		352,641		241,850		594,491		33,700		628,191		275,550		269,550		97.8	%	$	3,517,224	$	13.05	Home Depot, Linens ’n Things, Marshalls, Michaels,
																														PetSmart, Costco [3], Meijer [3]
Southfield Plaza Expansion	Southfield, MI		50	%		1987/1996/2003		11				—		—		19,410		19,410		19,410		15,810		81.5	%	$	250,073	$	15.82	No Anchor
West Acres Commons	Flint, MI		40	%		1998/2001/NA		14				59,889		59,889		35,200		95,089		95,089		92,489		97.3	%	$	1,177,733	$	12.73	VG’s Food Center
Winchester Center	Rochester Hills, MI		30	%		1980/2005/NA		16				224,356		224,356		89,309		313,665		313,665		293,146		93.5	%	$	4,263,311	$	14.54	Borders, Dick’s Sporting Goods, Linens ’n Things,
																														Marshalls, Michaels, PetSmart
Total/Weighted Average								106		352,641		842,737		1,195,378		383,823		1,579,201		1,226,560		1,168,470		95.3	%	$	16,785,422	$	14.37
New Jersey
Chester Springs Shopping Center	Chester, NJ		20	%		1970/1996/1999		42				81,760		81,760		142,393		224,153		224,153		213,931		95.4	%	$	3,181,482	$	14.87	Shop-Rite Supermarket, Staples
Total/Weighted Average								42		—		81,760		81,760		142,393		224,153		224,153		213,931		95.4	%	$	3,181,482	$	14.87

18

					Year Constructed /
					Acquired / Year of		Number		Total Shopping Center GLA:
					Latest Renovation		of		Anchors:										Company Owned GLA							Annualized Base Rent
Property	Location	Ownership %			or Expansion(1)		Units		Non-Company Owned		Company Owned		Total Anchor GLA		Non-Anchor GLA		Total		Total		Leased		Occupancy			Total		PSF		Anchors[2]
Ohio
Olentangy Plaza	Columbus, OH		20	%		1981/2007/1997		42				120,098		120,098		133,232		253,330		253,330		223,158		88.1	%	$	2,436,169	$	10.92	Eurolife Furniture, Marshalls, MicroCenter, Stitching Post
Shops on Lane	Upper Arlington, OH		20	%		1952/2007/2004		47				46,574		46,574		130,614		177,188		177,188		145,557		82.1	%	$	2,909,543	$	19.99	Bed Bath & Beyond, Wild Oats Market
Total/Weighted Average								89		—		166,672		166,672		263,846		430,518		430,518		368,715		85.6	%	$	5,345,712	$	14.50
JV Total/Weighted Average								683		864,441		2,742,534		3,606,975		2,051,511		5,658,486		4,794,045		4,541,746		94.7	%	$	58,143,819	$	12.80
Operating Under Redevelopment:
Sunshine Plaza	Tamarac, FL		100	%		1972/1996/2001		28				146,409		146,409		89,317		235,726		235,726		222,912		94.6	%	$	1,952,160	$	8.76	Publix, Old Time Pottery
Holcomb Center	Roswell, GA		100	%		1986/1996/NA		23				39,668		39,668		67,385		107,053		107,053		28,105		26.3	%	$	317,643	$	11.30
Hoover Eleven	Warren, MI		100	%		1989/2003/NA		53				138,361		138,361		149,652		288,013		288,013		259,481		90.1	%	$	2,960,163	$	11.41	Kroger, Marshalls, OfficeMax, TJ Maxx
Oak Brook Square	Flint, MI		100	%		1982/1996/NA		22				57,160		57,160		83,057		140,217		140,217		82,019		58.5	%	$	860,451	$	10.49	TJ Maxx
Aquia Towne Center	Stafford, VA		100	%		1989/2006/NA		32				97,300		97,300		120,845		218,145		218,145		192,445		88.2	%	$	2,136,523	$	11.10	Big Lots, Northrop Grumman, Regal Cinemas
West Allis Towne Centre	West Allis, WI		100	%		1987/1996/NA		31				165,414		165,414		127,981		293,395		293,395		257,684		87.8	%	$	1,747,574	$	6.78	Kmart, Dollar Tree, Big Lots, Office Depot
Total/Weighted Average								189		—		644,312		644,312		638,237		1,282,549		1,282,549		1,042,646		81.3	%	$	9,974,515	$	9.57
Joint Venture Under Redevelopment:
Cocoa Commons	Cocoa, FL		30	%		2001/2007/NA		15				51,420		51,420		23,700		75,120		75,120		75,120		100.0	%	$	865,150	$	11.52	Publix
Collins Pointe Plaza	Cartersville, GA		20	%		1987/2006/NA		17				46,358		46,358		34,684		81,042		81,042		25,500		31.5	%	$	330,365	$	12.96
Paulding Pavilion	Hiram, GA		20	%		1995/2006/NA		8				47,955		47,955		17,087		65,042		65,042		36,327		55.9	%	$	545,885	$	15.03	Staples
Market Plaza	Glen Ellyn, IL		20	%		1965/2007/1996		37				46,230		46,230		116,475		162,705		162,705		131,293		80.7	%	$	1,906,020	$	14.52	Jewell Osco
Old Orchard	W. Bloomfield, MI		30	%		1972/2007/NA		20				54,119		54,119		40,244		94,363		94,363		34,894		37.0	%	$	728,959	$	20.89
Troy Marketplace	Troy, MI		30	%		2000/2005/NA		11		20,600		192,421		213,021		23,813		236,834		216,234		113,496		52.5	%	$	2,225,598	$	19.61	Linens ’n Things, Nordstom Rack, PetSmart, REI [3]
Total/Weighted Average								108		20,600		438,503		459,103		256,003		715,106		694,506		416,630		60.0	%	$	6,601,977	$	15.85
PORTFOLIO
TOTAL/WEIGHTED AVERAGE								1959		3,951,095		10,233,363		14,184,458		5,796,200		19,980,658		16,029,563		14,758,498		92.1	%	$	156,576,055	$	10.61

[1]	Represents year constructed/acquired/year of latest renovation or expansion by either the Company or the former Ramco Group, as applicable.
[2]	We define anchor tenants as single tenants which lease 19,000 square feet or more at a property.
[3]	Non-Company owned anchor space
[4]	Tenant closed — lease obligated
[5]	Tenant lease expired 4/30/07, remains in occupancy as month to month tenant.

19

Tenant Information

The following table sets forth, as of December 31, 2007, information regarding space leased to tenants which in each case, individually account for 2% or more of total annualized base rental revenue from our properties:

					% of Total
	Total		Annualized		Annualized			Aggregate		% of Total
	Number of		Base Rental		Base Rental			GLA Leased		Company
Tenant	Stores		Revenue		Revenue			by Tenant		Owned GLA
TJ Maxx / Marshalls		19	$	5,599,852		3.6	%		611,155		3.8	%
Publix		12		4,534,891		2.9	%		574,794		3.6	%
Home Depot		4		3,259,492		2.1	%		487,203		3.0	%
Wal-Mart		5		3,232,787		2.1	%		746,332		4.7	%
OfficeMax		12		3,156,039		2.0	%		273,720		1.7	%

Included in the 12 Publix locations listed above is one location (representing 47,955 square feet of GLA) which is leased to, but not currently occupied by Publix, although Publix remains obligated under the lease agreement, which expires in 2016. Publix is currently subletting such space.

The following table sets forth the total GLA leased to anchors, leased to retail (non-anchor) tenants, and available space, in the aggregate, as of December 31, 2007:

			% of Total
	Annualized		Annualized					% of Total
	Base Rental		Base Rental			Company		Company
Type of Tenant	Revenue		Revenue			Owned GLA		Owned GLA
Anchor	$	77,888,301		49.7	%		9,856,942		61.5	%
Retail (non-anchor)		78,687,754		50.3	%		4,901,556		30.6	%
Available		—		—			1,271,065		7.9	%
Total	$	156,576,055		100.0	%		16,029,563		100.0	%

The following table sets forth the total GLA leased to national, local and regional tenants, in the aggregate, as of December 31, 2007:

			% of Total
	Annualized		Annualized			Aggregate		% of Total
	Base Rental		Base Rental			GLA Leased		Company Owned
Type of Tenant	Revenue		Revenue			by Tenant		GLA Leased
National	$	108,472,248		69.3	%		10,444,104		70.8	%
Local		28,622,851		18.3	%		1,880,675		12.7	%
Regional		19,480,956		12.4	%		2,433,719		16.5	%
Total	$	156,576,055		100.0	%		14,758,498		100.0	%

20

The following table sets forth lease expirations for the next five years and thereafter at our properties assuming that no renewal options are exercised:

												% of Total
			Average				% of Total					Leased
			Annualized Base		Annualized		Annualized			Leased		Company
			Rental Revenue per		Base Rental		Base Rental			Company		Owned GLA
	Number of		square foot as of		Revenue as of		Revenue as of			Owned GLA		Under
	Leases		12/31/07 Under		12/31/07 Under		12/31/07 Under			Expiring		Expiring
Lease Expiration	Expiring		Expiring Leases		Expiring Leases		Expiring Leases			(in square feet)		Leases
2008		262	$	11.32	$	13,784,180		8.8	%		1,217,245		8.2	%
2009		312		11.04		19,044,167		12.2	%		1,725,359		11.7	%
2010		254		11.79		16,298,246		10.4	%		1,382,886		9.4	%
2011		251		13.24		16,524,150		10.6	%		1,248,291		8.5	%
2012		207		11.42		16,037,334		10.2	%		1,404,626		9.5	%
Thereafter		368		9.63		74,887,978		47.8	%		7,780,091		52.7	%

Item 3.   Legal Proceedings.

There are no material pending legal or governmental proceedings, or to our knowledge, threatened legal or governmental proceedings, against or involving us or our properties.

Item 4.   Submission of Matters to a Vote of Security Holders.

None

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PART II

Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information— Our common shares are currently listed and traded on the New York Stock Exchange (“NYSE”) under the symbol “RPT”. On March 5, 2008, the closing price of our common shares on the NYSE was $21.64.

SHAREHOLDER RETURN PERFORMANCE GRAPH

The following line graph sets forth the cumulative total return on a $100 investment (assuming the reinvestment of dividends) in each of the of the Trust’s common stock, the NAREIT Equity Index, and the S&P 500 Index, for the period December 31, 2002 through December 31, 2007. The stock price performance shown is not necessarily indicative of future price performance.

Comparison of Cumulative Total Return

	Period Ending
Index	12/31/02		12/31/03		12/31/04		12/31/05		12/31/06		12/31/07
Ramco-Gershenson Properties Trust		100.00		154.18		186.78		164.17		248.90		148.35
NAREIT Equity		100.00		137.13		180.44		202.38		273.34		230.45
S&P 500		100.00		128.68		142.69		149.70		173.34		182.86

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The following table shows high and low closing prices per share for each quarter in 2007 and 2006:

	Share Price
Quarter Ended	High		Low
March 31, 2007	$	37.96	$	33.68
June 30, 2007		38.16		34.88
September 30, 2007		37.75		29.35
December 31, 2007		33.25		21.05
March 31, 2006	$	30.76	$	27.00
June 30, 2006		29.70		26.00
September 30, 2006		32.13		27.49
December 31, 2006		38.92		32.04

Holders— The number of holders of record of our common shares was 2,269 as of March 5, 2008. A substantially greater number of holders are beneficial owners whose shares are held of record by banks, brokers and other financial institutions.

Dividends— We declared the following cash distributions per share to our common shareholders for the years ended December 31, 2007 and 2006:

	Dividend
Record Date	Distribution		Payment Date
March 20, 2007	$	0.4625		April 2, 2007
June 20, 2007	$	0.4625		July 2, 2007
September 20, 2007	$	0.4625		October 2, 2007
December 20, 2007	$	0.4625		January 2, 2008

	Dividend
Record Date	Distribution		Payment Date
March 20, 2006	$	0.4475		April 3, 2006
June 20, 2006	$	0.4475		July 3, 2006
September 20, 2006	$	0.4475		October 2, 2006
December 20, 2006	$	0.4475		January 2, 2007	��

Under the Code, a REIT must meet certain requirements, including a requirement that it distribute annually to its shareholders at least 90% of its REIT taxable income, excluding net capital gain. Distributions paid by us are at the discretion of our Board of Trustees and depend on our actual net income available to common shareholders, cash flow, financial condition, capital requirements, the annual distribution requirements under REIT provisions of the Code and such other factors as the Board of Trustees deems relevant.

We have a Dividend Reinvestment Plan (the “DRP”) which allows our common shareholders to acquire additional common shares by automatically reinvesting cash dividends. Shares are acquired pursuant to the DRP at a price equal to the prevailing market price of such common shares, without payment of any brokerage commission or service charge. Common shareholders who do not participate in the DRP continue to receive cash distributions, as declared.

Issuer Repurchases — In December 2005, the Board of Trustees authorized the repurchase, at management’s discretion, of up to $15.0 million of our common shares. The program allows us to repurchase our common shares from time to time in the open market or in privately negotiated transactions. No common shares were repurchased during the year ended December 31, 2007. As of December 31, 2007, we had purchased and retired 287,900 shares of our common stock under this program at an average cost of $27.11 per share, and approximately $7.2 million of common shares may yet be purchased under such repurchase program.

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Item 6.   Selected Financial Data (in thousands, except per share data and number of properties).

The following table sets forth our selected consolidated financial data and should be read in conjunction with the Consolidated Financial Statements and Notes to the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this report.

	Year Ended December 31,
	2007			2006			2005			2004			2003
	(In thousands, except per share and certain Other Data)
Operating Data:
Total revenue	$	153,255		$	153,249		$	144,879		$	126,157		$	101,517
Operating income		10,846			14,168			14,759			17,045			7,002
Gain on sale of real estate assets, net of taxes		32,643			23,388			1,136			2,408			263
Income from continuing operations		38,675			34,317			15,462			12,589			6,117
Discontinued operations, net of minority interest Gain on sale of property		—			914			—			—			897
Income from operations		—			393			3,031			2,531			3,464
Net income		38,675			35,624			18,493			15,120			10,478
Preferred share dividends		(3,146	)		(6,655	)		(6,655	)		(4,814	)		(2,375	)
Loss on redemption of preferred shares		(1,269	)		—			—			—			—
Net income available to common shareholders	$	34,260		$	28,969		$	11,838		$	10,306		$	8,103
Earnings Per Share Data:
From continuing operations:
Basic	$	1.92		$	1.66		$	0.52		$	0.46		$	0.27
Diluted		1.91			1.65			0.52			0.46			0.26
Net income:
Basic	$	1.92		$	1.74		$	0.70		$	0.61		$	0.58
Diluted		1.91			1.73			0.70			0.60			0.57
Cash dividends declared per common share	$	1.85		$	1.79		$	1.75		$	1.68		$	1.81
Distributions to common shareholders	$	32,156		$	29,737		$	29,167		$	28,249		$	22,478
Weighted average shares outstanding:							��
Basic		17,851			16,665			16,837			16,816			13,955
Diluted		18,529			16,718			16,880			17,031			14,141
Balance Sheet Data (at December 31):
Cash and cash equivalents	$	14,977		$	11,550		$	7,136		$	7,810		$	13,544
Accounts receivable, net		35,787			33,692			32,341			26,845			30,109
Investment in real estate (before accumulated depreciation)		1,045,372			1,048,602			1,047,304			1,066,255			830,245
Total assets		1,088,499			1,064,870			1,125,275			1,043,778			826,279
Mortgages and notes payable		690,801			676,225			724,831			633,435			454,358
Total liabilities		765,742			720,722			774,442			673,401			489,318
Minority interest		41,353			39,565			38,423			40,364			42,643
Shareholders’ equity	$	281,404		$	304,583		$	312,410		$	330,013		$	294,318
Other Data:
Funds from operations available to common shareholders(1)	$	54,975		$	54,604		$	47,896		$	41,379		$	34,034
Cash provided by operating activities		85,988			46,785			44,605			46,387			26,685
Cash provided by (used in) investing activities		23,182			42,113			(86,517	)		(106,459	)		(85,320	)
Cash (used in) provided by financing activities		(105,743	)		(84,484	)		41,238			54,338			65,092
Number of properties (at December 31)(2)		89			81			84			74			64
Company owned GLA (at December 31)(2)		16,030			14,645			15,000			13,022			11,483
Occupancy rate (at December 31)(2)		94.6	%		93.6	%		93.7	%		92.9	%		89.7	%

(1) We consider funds from operations, also known as “FFO,” an appropriate supplemental measure of the financial performance of an equity REIT. Under the National Association of Real Estate Investment Trusts (“NAREIT”) definition, FFO represents net income, excluding extraordinary items (as defined under

24

accounting principles generally accepted in the United States of America (“GAAP”)), and gain (loss) 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. See “Funds From Operations” in Item 7 for a discussion of FFO and a reconciliation of FFO to net income.

(2)

Includes properties owned by us and our joint ventures.

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the Consolidated Financial Statements, the Notes thereto, and the comparative summary of selected financial data appearing elsewhere in this report. The financial information in this Management’s Discussion and Analysis of Financial Condition and Results of Operations gives effect to the discontinued operations discussed in Note 3 of the Notes to the Consolidated Financial Statements in Item 8.

Overview

We are a fully integrated, self-administered, publicly-traded REIT which owns, develops, acquires, manages and leases community shopping centers (including power centers and single-tenant retail properties) and one enclosed regional mall in the Midwestern, Southeastern and Mid-Atlantic regions of the United States. At December 31, 2007, we owned interests in 89 shopping centers, comprised of 65 community centers, 21 power centers, two single tenant retail properties, and one enclosed regional mall, totaling approximately 20.0 million square feet of GLA. We own approximately 16.0 million square feet of such GLA, with the remaining portion owned by various anchor stores.

Our corporate strategy is to maximize total return for our shareholders by improving operating income and enhancing asset value. We pursue our goal through:

•  The development of new shopping centers in metropolitan markets where we believe demand for a center exists;

•  A proactive approach to redeveloping, renovating and expanding our shopping centers;

•  A proactive approach to leasing vacant spaces and entering into new leases for occupied spaces when leases are about to expire; and

•  The acquisition of community shopping centers, by consolidated entities or off-balance sheet joint ventures, with a focus on grocery and nationally-recognized discount department store anchor tenants.

We have followed a disciplined approach to managing our operations by focusing primarily on enhancing the value of our existing portfolio through strategic sales and successful leasing efforts. We continue to selectively pursue new development, redevelopment and acquisition opportunities.

The highlights of our 2007 activity reflect this strategy:

•  We have five projects are in various stages of development and pre-development encompassing over two million square feet with an estimated total project cost of $376.1 million. As of December 31, 2007, we have spent $65 million on such developments. We intend to wholly own the Northpointe Town Center and Rossford Pointe and therefore anticipate that $82.5 million of the total project costs will be on our balance sheet upon completion of such projects. We anticipate that we will incur $55.7 million of debt to fund these projects. We own 20% of the joint venture that is developing Hartland Towne Square, and our share of the estimated $50.6 million of project costs is $10.1 million. We anticipate that the joint venture will incur $38.0 million to fund the project. The remaining estimated project costs of $243.0 million for The Town Center at Aquia and the Shoppes of Lakeland II are expected to be developed through joint ventures, and therefore be accounted as off-balance sheet assets, although we do not have joint venture partners to date and no assurance can be given that we will have joint venture partners on such projects. As part of our development plans for The Town Center at Aquia and the Shoppes of Lakeland II, we anticipate the joint ventures will incur $182.3 million of debt and raise $48.6 million of equity from joint venture partners.

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•  We have eleven redevelopments currently in process, excluding The Town Center at Aquia. We estimate the total project costs of the 11 redevelopment projects in process to be $52.7 million. Five of the redevelopments involve core operating properties and are expected to cost $19.1 million of which $0.7 million has been spent as of December 31, 2007. For the six redevelopment projects at properties held by joint ventures, we estimate off-balance sheet project costs of $33.6 million (our share is estimated to be $8.6 million) of which $9.0 million has been spent as of December 31, 2007 (our share is $2.3 million).

•  During 2007, we opened 91 new non-anchor stores, at an average base rent of $19.22 per square foot, an increase of 19.8% over the portfolio average for non-anchor stores. We also renewed 129 non-anchor leases, at an average base rent of $15.33 per square foot, achieving an increase of 10.8% over prior rental rates. Additionally, we opened seven new anchor stores, at an average base rent of $12.42 per square foot, an increase of 57.2% over the portfolio average for anchor stores. We also renewed five anchor leases, at an average base rent of $4.44 per square foot, an increase of 3.0% over prior rental rates. Overall portfolio average base rents increased to $10.61 in 2007 from $10.09 in 2006.

•  Same center operating income in 2007 increased 5.7% over 2006.

•  We increased the annual dividend to common shareowners to $1.85 per share in 2007 from $1.79 in the prior year.

Critical Accounting Policies

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Audit Committee of our Board of Trustees. Actual results could materially differ from these estimates.

Critical accounting policies are those that are both significant to the overall presentation of our financial condition and results of operations and require management to make difficult, complex or subjective judgments. For example, significant estimates and assumptions have been made with respect to useful lives of assets, recovery ratios, capitalization of development and leasing costs, recoverable amounts of receivables and initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions. Our critical accounting policies have not materially changed during the year ended December 31, 2007. The following discussion relates to what we believe to be our most critical accounting policies that require our most subjective or complex judgment.

Allowance for Bad Debts

We provide for bad debt expense based upon the allowance method of accounting. We continuously monitor the collectibility of our accounts receivable (billed, unbilled and straight-line) from specific tenants, analyze historical bad debts, customer credit worthiness, current economic trends and changes in tenant payment terms when evaluating the adequacy of the allowance for bad debts. When tenants are in bankruptcy, we make estimates of the expected recovery of pre-petition and post-petition claims. The period to resolve these claims can exceed one year. Management believes the allowance is adequate to absorb currently estimated bad debts. However, if we experience bad debts in excess of the allowance we have established, our operating income would be reduced.

Accounting for the Impairment of Long-Lived Assets

We periodically review whether events and circumstances subsequent to the acquisition or development of long-lived assets, or intangible assets subject to amortization, have occurred that indicate the remaining estimated

26

useful lives of those assets may warrant revision or that the remaining balance of those assets may not be recoverable. If events and circumstances indicate that the long-lived assets should be reviewed for possible impairment, we use projections to assess whether future cash flows, on a non-discounted basis, for the related assets are likely to exceed the recorded carrying amount of those assets to determine if a write-down is appropriate. If we determine that an impairment exists, we will report a loss to the extent that the carrying value of an impaired asset exceeds its fair value as determined by valuation techniques appropriate in the circumstances.

In determining the estimated useful lives of intangibles assets with finite lives, we consider the nature, life cycle position, and historical and expected future operating cash flows of each asset, as well as our commitment to support these assets through continued investment.

There were no impairment charges for the years ended December 31, 2007, 2006 and 2005.

Revenue Recognition

Shopping center space is generally leased to retail tenants under leases which are accounted for as operating leases. We recognize minimum rents using the straight-line method over the terms of the leases commencing when the tenant takes possession of the space. Certain of the leases also provide for additional revenue based on contingent percentage income which is recorded on an accrual basis once the specified target that triggers this type of income is achieved. The leases also typically provide for tenant recoveries of common area maintenance, real estate taxes and other operating expenses. These recoveries are recognized as revenue in the period the applicable costs are incurred. Revenues from fees and management income are recognized in the period in which the services have been provided and the earnings process is complete. Lease termination income is recognized when a lease termination agreement is executed by the parties and the tenant vacates the space.

Stock Based Compensation

During 2006 we adopted Statement of Financial Accounting Standard 123R “Share-Based Payment” (“SFAS 123R”). SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements as compensation expense based upon the fair value on the grant date. We adopted SFAS 123R using the modified prospective transition method. We determine fair value of such awards using the Black-Scholes option pricing model. The Black-Scholes option pricing model incorporates certain assumptions such as risk-free interest rate, expected volatility, expected dividend yield and expected life of options, in order to arrive at a fair value estimate. Expected volatilities are based on the historical volatility of our stock. Expected lives of options are based on the average holding period of outstanding options and their remaining terms. The risk free interest rate is based upon quoted market yields for United States treasury debt securities. The expected dividend yield is based on our historical dividend rates. We believe the assumptions selected by management are reasonable; however, significant changes could materially impact the results of the calculation of fair value.

Off Balance Sheet Arrangements

We have ten off balance sheet investments in joint ventures in which we own 50% or less of the total ownership interests. We provide leasing, development and property management services to the ten joint ventures. These investments are accounted for under the equity method. Our level of control of these joint ventures is such that we are not required to include them as consolidated subsidiaries. See Note 7 of the Notes to the Consolidated Financial Statements in Item 8.

Results of Operations

Comparison of the Year Ended December 31, 2007 to the Year Ended December 31, 2006

For purposes of comparison between the years ended December 31, 2007 and 2006, “Same Center” refers to the shopping center properties owned by consolidated entities as of January 1, 2006 and December 31, 2007.

In July 2006, we acquired an additional 90% ownership interest in Beacon Square Development LLC. We also acquired an additional 80% ownership interest in Ramco Jacksonville LLC in April 2007, bringing our total

27

ownership interest to 100% for both entities, resulting in the consolidation of such entities in our financial statements. These properties are collectively referred to as the “Acquisitions” in the following discussion.

In November 2006, we sold Collins Pointe Plaza to Ramco 191 LLC, a joint venture with Heitman Value Partners Investments LLC. In December 2006, we sold two shopping centers, Crofton Centre and Merchants Square, to Ramco 450 LLC, our joint venture with an investor advised by Heitman LLC. In March 2007, we sold Chester Springs Shopping Center to this same joint venture. In June 2007, we sold two shopping centers, Shoppes of Lakeland and Kissimmee West, to Ramco HHF KL LLC, a newly formed joint venture. In July 2007, we sold Paulding Pavilion to Ramco 191 LLC, our $75 million joint venture with Heitman Value Partners Investment LLC. In late December 2007, we sold Mission Bay to Ramco/Lion Venture LP. These sales to joint ventures in which we have an ownership interest are collectively referred to as “Dispositions” in the following discussion with the exception of Mission Bay.

Revenues

Although total revenues of $153.3 million in 2007 did not fluctuate when compared to 2006, the individual revenue components varied year over year.

Minimum rents decreased 3.3%, or $3.3 million, in 2007 as follows:

	Increase (Decrease)
	Amount
	(millions)			Percentage
Same Center	$	0.7			0.8	%
Acquisitions		5.1			1819.3	%
Dispositions		(9.1	)		(78.7	)%
	$	(3.3	)		(3.3	)%

The increase in Same Center minimum rents was principally attributable to the leasing of space to new tenants throughout our Same Center portfolio in 2007, partially offset by a $1.1 million reduction in minimum rents related to centers under redevelopment during 2007.

Recoveries from tenants increased 4.4%, or $1.9 million, in 2007 as follows:

	Increase (Decrease)
	Amount
	(millions)			Percentage
Same Center	$	2.9			7.5	%
Acquisitions		1.5			1486.1	%
Dispositions		(2.6	)		(75.4	)%
	$	1.9			4.4	%

The increase in the Same Center recoveries from tenants was primarily due to increases in common area expenses and the increase in electric resale revenue to tenants. Our overall recovery ratio was 98.4% in 2007 compared to 95.2% in 2006.

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Recoverable operating expenses are a component of our recovery ratio. These expenses increased 5.6%, or $1.3 million, in 2007 as follows:

	Increase (Decrease)
	Amount
	(millions)			Percentage
Same Center	$	2.0			9.5	%
Acquisitions		0.6			1901.2	%
Dispositions		(1.4	)		(72.1	)%
	$	1.3			5.6	%

The $2.0 million increase in Same Center recoverable operating expenses was primarily attributable to higher electric costs from the expansion of our electric resale program.

Fees and management income increased $1.2 million, or 20.3%, to $6.8 million in 2007 as compared to $5.6 million in 2006. The increase was primarily attributable to an increase in acquisition fees of approximately $1.9 million as well as an increase of $0.9 million in management fees. The acquisition fees earned in 2007 relate to the purchase of Cocoa Commons, Old Orchard, Cypress Pointe and Mission Bay by our Ramco/Lion Venture LP joint venture, the purchase of Peachtree Hill, Chester Springs, The Shops on Lane Avenue, Olentangy Plaza and Market Plaza by our Ramco 450 LLC joint venture, the purchase of Shoppes of Lakeland and Kissimmee West by our Ramco HHF KL LLC joint venture, the purchase of Paulding Pavilion by our Ramco 191 LLC joint venture, and the purchase of Nora Plaza by Ramco HHF NP LLC. The increase in management fees was mainly attributed to fees earned for managing the shopping centers owned by our joint ventures. Development fees decreased $1.8 million mainly due to our acquisition of the remaining 80% interest in Ramco Jacksonville LLC.

Other income increased $0.5 million to $4.5 million in 2007. Interest income increased $0.6 million on advances to Ramco Jacksonville related to the River City Marketplace development, there was $0.2 million of miscellaneous income related to the favorable resolution of disputes with tenants and temporary tenant income increased $0.1 million from the same period in 2006. Lease termination income decreased $0.6 million to $1.9 million from $2.4 million in 2006.

Expenses

Total expenses increased 2.4%, or $3.3 million, to $142.4 million in 2007 as compared to $139.1 million in 2006. The increase was mainly driven by increases in depreciation and amortization of $4.3 million, recoverable operating expenses of $1.3 million, and general and administrative expenses of $1.3 million, partially offset by a $2.8 million decrease in interest expense.

Depreciation and amortization expense increased $4.3 million, or 13.2%, in 2007 as follows:

	Increase (Decrease)
	Amount
	(millions)			Percentage
Same Center	$	4.6			15.9	%
Acquisitions		2.2			1545.8	%
Dispositions		(2.5	)		(72.3	)%
	$	4.3			13.2	%

Same Centers contributed $4.6 million to the increase of which $4.1 million was directly related to a center we demolished in late December 2007 in anticipation of redevelopment.

General and administrative expense was $14.3 million in 2007, as compared to $13.0 million in 2006, an increase of $1.3 million or 9.9%. The increase in general and administrative expenses was primarily attributable to the Company’s recognition a non-recurring expense in the amount of $1.2 million, net of income tax benefits, relating to an arbitration award in favor of a third-party relating to the alleged breach by the Company of a property management agreement. The Company has made a claim for coverage of the arbitration award and related

29

attorneys’ fees under an insurance policy. The insurer has denied that coverage is available under the policy. The Company intends to pursue recovery from the insurer. Because there can be no assurance that the Company will prevail in obtaining coverage, the non-recurring expense was recognized in 2007.

Interest expense decreased 6.2%, or $2.8 million, in 2007. The summary below identifies the components of the net decrease:

							Increase
	2007			2006			(Decrease)
Average total loan balance	$	692,817		$	707,752		$	(14,934	)
Average rate		6.2	%		6.4	%		(0.2	)%
Total interest	$	43,244		$	45,195		$	(1,951	)
Amortization of loan fees		1,166			1,129			36
Interest on capital lease obligation		439			416			23
Loan defeasance costs		—			244			(244	)
Capitalized interest and other		(2,240	)		(1,575	)		(665	)
	$	42,609		$	45,409		$	(2,801	)

Other

Gain on sale of real estate assets increased $9.3 million to $32.6 million in 2007, as compared to $23.3 million in 2006. The increase is due primarily to the gain on the sale of Chester Springs to our Ramco 450 LLC joint venture, the sale of the Shoppes of Lakeland and Kissimmee West to our Ramco HHF KL LLC joint venture, the sale of Paulding Pavilion to our Ramco 191 LLC joint venture, and the sale of land parcels at River City Marketplace. With respect to the sale of Chester Springs and Paulding Pavilion, we recognized 80% of the gain on each sale, representing the portion of the gain attributable to our joint venture partner’s ownership interest. The remaining portion of the gain on each sale has been deferred as we have a 20% ownership interest in the respective joint ventures. With respect to the sale of Shoppes of Lakeland and Kissimmee West, we recognized 93% of the gain on the sale, representing the portion of the gain attributable to our joint venture partner’s ownership interest. The remaining portion of the gain on the sale of these centers has been deferred as we have a 7% ownership interest in the joint venture. 2006 amounts reflect the gain on the sale of our Crofton Plaza and Merchants Square shopping centers to a joint venture in which we have a 20% ownership interest, as well as outlot sales at River City Marketplace. With respect to the sale of Crofton Plaza and Merchants Square to the joint venture, we recognized 80% of the gain on the sale, representing the portion of the gain attributable to the joint venture partner’s 80% ownership interest. The remaining 20% of the gain on the sale of these two centers has been deferred and recorded as a reduction in the carrying amount of our equity investments in and advances to unconsolidated entities.

Minority interest from continuing operations represents the equity in income attributable to the portion of the Operating Partnership not owned by us. The increase in minority interest from $6.2 million in 2006 to $7.3 million in 2007 is primarily the result of the increase in the gain on the sale of real estate assets in 2007.

Earnings from unconsolidated entities represent our proportionate share of the earnings of various joint ventures in which we have an ownership interest. Earnings from unconsolidated entities decreased $0.5 million from $3.0 million in 2006 to $2.5 million in 2007. This decrease is principally due to our consolidation of Ramco Jacksonville, the joint venture that owned River City Marketplace development. The purchase of the remaining 80% ownership interest in Ramco Jacksonville LLC in April 2007 decreased earnings by $0.4 million when compared to the same period in 2006. Also, $0.3 million of the decrease is attributable to our ownership interest in the Ramco/Lion Venture LP joint venture. This decrease is attributable to redevelopment projects at two shopping centers owned by the joint venture.

Discontinued operations, net of minority interest, decreased $1.3 million in 2007. In January 2006, we sold seven centers at a gain of $0.9 million, net of minority interest. In 2007, we did not have any properties classified as discontinued operations.

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Comparison of the Year Ended December 31, 2006 to the Year Ended December 31, 2005

For purposes of comparison between the years ended December 31, 2006 and 2005, “Same Center” refers to the shopping center properties owned as of January 1, 2005 and December 31, 2006. We made three acquisitions during 2006 and one acquisition in 2005. In addition, we increased our ownership interest in Beacon Square Development LLC and Ramco Gaines, LLC to 100%, and these centers are now consolidated in our financial statements. These properties are collectively referred to as “Acquisitions” in the following discussion.

Revenues

Total revenues increased 5.7%, or $8.3 million, to $153.2 million in 2006 as compared to $144.9 million in 2005. The increase in total revenues was primarily the result of a $5.3 million increase in minimum rents and a $2.7 million increase in recoveries from tenants.

Minimum rents increased 5.6%, or $5.3 million, in 2006 as follows:

	Increase
	Amount
	(millions)		Percentage
Same Center	$	1.8		1.9	%
Acquisitions		3.5		3.7	%
	$	5.3		5.6	%

The increase in Same Center minimum rents was principally attributable to the leasing of space to new tenants throughout our Same Center portfolio in 2006, offset by a $544,000 reduction in minimum rent related to anchors purchasing their store space at two of our centers.

The net increase in recoveries from tenants is comprised of the following:

	Increase
	Amount
	(millions)		Percentage
Same Center	$	1.6		4.0	%
Acquisitions		1.1		2.8	%
	$	2.7		6.8	%

The increase in the Same Centers recoveries from tenants was primarily due to general increases in common area expenses. Our overall recovery ratio was 95.2% in 2006 compared to 97.8% in 2005. The decrease in this ratio was the result of adjustments of prior year’s estimated recoveries to actual based ontrue-up billings completed in the first quarter. The adjustment of 2004 year-end estimates resulted in an increase in the recovery ratio in 2005, while the adjustment of 2005 year-end estimates resulted in a decrease in the recovery ratio in 2006.

Recoverable operating expenses are a component of our recovery ratio. These expenses increased 9.7%, or $3.9 million, in 2006 as follows:

	Increase
	Amount
	(millions)		Percentage
Same Center	$	2.8		7.0	%
Acquisitions		1.1		2.7	%
	$	3.9		9.7	%

The increase in Same Center recoverable operating expenses was primarily attributable to higher insurance costs at our Florida shopping centers.

Fees and management income increased $0.2 million, or 3.6%, to $5.7 million in 2006 as compared to $5.5 million in 2005. The increase was primarily attributable to an increase of $1.8 million in tenant coordination

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and development fees at River City Marketplace, offset by a $1.4 million decrease in acquisition fees associated with our Ramco/Lion Venture LP joint venture. Acquisition fees decreased in 2006 because the Ramco/Lion Venture LP joint venture acquired only one center in 2006 as compared to nine centers in 2005. Other income of $4.0 million in 2006 was consistent with 2005 and consists mainly of lease termination income.

Expenses

Total expenses increased 6.9%, or $9.0 million, to $139.1 million in 2006 as compared to $130.1 million in 2005. The increase was mainly driven by an increase in real estate taxes and recoverable operating expenses of $3.9 million (see table above), an increase in depreciation and amortization of $2.1 million, and an increase in interest expense of $3.0 million.

Depreciation and amortization expense increased $2.1 million, or 6.7%, in 2006 as follows:

	Increase
	Amount
	(millions)		Percentage
Same Center	$	0.9		4.3	%
Acquisitions		1.2		57.1	%
	$	2.1		6.7	%

Depreciation expense related to Same Centers primarily increased due to redevelopment projects completed during 2005 and 2006.

Other operating expenses increased $0.4 million to $3.7 million in 2006 from $3.3 million in 2005. The increase is primarily due to increased bad debt expense as a result of higher tenant delinquencies, as well as additional expenses associated with opening a regional office in Florida.

General and administrative expense was $13.0 million in 2006, as compared to $13.5 million in 2005. The decrease in general and administrative expense was primarily attributable to the reclassification of Michigan Single Business Tax expense from general and administrative expense to real estate tax expense. We anticipate recovering approximately 75% of Michigan Single Business Tax expense from our tenants.

Interest expense increased 7.1%, or $3.0 million, in 2006. The summary below identifies the components of the net increase:

							Increase
	2006			2005			(Decrease)
	(Dollars in thousands)
Average total loan balance	$	707,752		$	674,360		$	33,392
Average rate		6.4	%		6.1	%		0.3	%
Total Interest	$	45,195		$	41,042		$	4,153
Amortization of loan fees		1,129			2,283			(1,154	)
Interest on capital lease obligation		416			—			416
Loan defeasance costs		244			—			244
Capitalized interest and other		(1,575	)		(904	)		(671	)
	$	45,409		$	42,421		$	2,988

Other

Gain on sale of real estate assets increased $22.3 million, to $23.4 million in 2006, as compared to $1.1 million in 2005. The increase is due primarily to the gain on the sale of our Crofton Plaza and Merchants Square shopping centers to a joint venture in which we have a 20% ownership interest, as well as increased outlot sales at River City Marketplace. With respect to the sale of Crofton Plaza and Merchants Square to the joint venture, we recognized

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80% of the gain on the sale, representing the portion of the gain attributable to the joint venture partner’s 80% ownership interest.

Minority interest from continuing operations represents the equity in income attributable to the portion of the Operating Partnership not owned by us. The increase in minority interest from $2.8 million in 2005 to $6.2 million in 2006 is primarily the result of the increase in the gain on the sale of real estate assets in 2006.

Earnings from unconsolidated entities represent our proportionate share of the earnings of various joint ventures in which we have an ownership interest. Earnings from unconsolidated entities increased $0.6 million from $2.4 million in 2005 to $3.0 million in 2006. This increase is principally due to additional earnings from the Ramco/Lion Venture LP joint venture and from our ownership interest in Ramco Jacksonville LLC, which began to generate earnings in 2006 due to the grand opening of phase one of River City Marketplace. The additional earnings from the Ramco/Lion Venture LP joint venture are the result of the joint venture reflecting a full year of operating results in 2006 for the nine property acquisitions made in 2005.

Discontinued operations, net of minority interest, decreased $1.7 million in 2006 to $1.3 million. In January 2006, we sold seven centers at a gain of $914,000, net of minority interest. This gain was offset by a $2.6 million decrease in income from discontinued operations, net of minority interest, as the operations of these seven centers were no longer reflected in discontinued operations subsequent to the sale.

Liquidity and Capital Resources

The principal uses of our liquidity and capital resources are for operations, developments, redevelopments, including expansion and renovation programs, acquisitions, and debt repayment, as well as dividend payments in accordance with REIT requirements and repurchases of our common shares. We anticipate that the combination of cash on hand, cash provided by operating activities, the availability under our Credit Facility, our access to the capital markets and the sale of existing properties will satisfy our expected working capital requirements through at least the next 12 months and allow us to achieve continued growth. Although we believe that the combination of factors discussed above will provide sufficient liquidity, no such assurance can be given.

As part of our business plan to improve our capital structure and reduce debt, we will continue to pursue the strategy of selling fully-valued properties and to dispose of shopping centers that no longer meet the criteria established for our portfolio. Our ability to obtain acceptable selling prices and satisfactory terms will impact the timing of future sales. Net proceeds from the sale of properties are expected to reduce outstanding debt and to fund any future acquisitions.

The acquisitions, developments and redevelopments, including expansion and renovation programs, that we made during 2007 generally were financed through cash provided from operating activities, sales of properties to joint ventures in which we have an ownership interest, and mortgage refinancings. Total debt outstanding was approximately $690.8 million at December 31, 2007 as compared to $676.2 million at December 31, 2006.

The following is a summary of our cash flow activities (dollars in thousands):

	Year Ended December 31,
	2007			2006			2005
Cash provided by operating activities	$	85,988		$	46,785		$	44,605
Cash provided by (used in) investing activities		23,182			42,113			(86,517	)
Cash (used in) provided by financing activities		(105,743	)		(84,484	)		41,238

For the year ended December 31, 2007, we generated $86.0 million in cash flows from operating activities, as compared to $46.8 million in 2006. Cash flows from operating activities increased during 2007 mainly due to higher net cash provided by accounts receivable, other assets, accounts payable and accrued expenses. For the year ended December 31, 2007, investing activities provided $23.2 million of cash flows, as compared to $42.1 million in 2006. Cash flows from investing activities were lower in 2007 due to $47.0 million of cash received from sales of discontinued operations in 2006, partially offset in 2006 by proceeds from the sale of real estate assets, cash received on a note receivable due from Ramco Jacksonville, as well as proceeds from sales of shopping centers to our joint ventures. During 2007, we incurred additional spending for investments in real estate and additional

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investments and advances in our joint ventures when compared to 2006. During 2007, cash flows used in financing activities were $105.7 million, as compared to $84.8 million during the same period in 2006. In 2007, we repurchased $26.0 million of preferred shares, repaid $317.1 million of mortgages and notes payable (compared to $172.5 million in 2006), and paid in full all amounts due under our unsecured subordinated term loan, partially offset by borrowings of $28.1 million of junior subordinated debt, and increased borrowings of $114.6 million of mortgages and notes payable in 2007, when compared to 2006.

To maintain our qualification as a REIT under the Code, we are required to distribute to our shareholders at least 90% of our REIT taxable income (as defined in the Code). We satisfied the REIT requirement with distributed common and preferred share dividends of $35.3 million in 2007, $36.4 million in 2006 and $35.8 million in 2005.

We have a $250 million Unsecured Credit Facility (the “Credit Facility”) consisting of a $100 million unsecured term loan credit facility and a $150 million unsecured revolving credit facility. The Credit Facility provides that the unsecured revolving credit facility may be increased by up to $100 million at our request, for a total unsecured revolving credit facility commitment of $250 million. The unsecured term loan facility matures in December 2010 and bears interest at a rate equal to LIBOR plus 130 to 165 basis points, depending on certain debt ratios. The unsecured revolving credit facility matures in December 2008 and bears interest at a rate equal to LIBOR plus 115 to 150 basis points, depending on certain debt ratios. We have the option to extend the maturity date of the unsecured revolving credit facility to December 2010. It is anticipated that funds borrowed under the Credit Facility will be used for general corporate purposes, including working capital, capital expenditures, the repayment of indebtedness or other corporate activities.

In November 2007, the Company issued $28.1 million of junior subordinated notes maturing in January 2038. The notes are interest only at a fixed rate of 7.9% through January 2013, at which time we may redeem them or the rate converts to floating rate at LIBOR plus 330 basis points until maturity. The notes were issued in conjunction with the redemption of the Company’s series B cumulative redeemable preferred shares.

In December 2007, the Company closed on a $40.0 million term loan, secured by certain property, maturing in December 2008 to replace a previous loan that matured in December 2007. The loan carries a floating rate of interest at LIBOR plus 150 basis points and can be extended until March 2009.

Under terms of various debt agreements, we may be required to maintain interest rate swap agreements to reduce the impact of changes in interest rate on our floating rate debt. We have interest rate swap agreements with an aggregate notional amount of $80.0 million at December 31, 2007. Based on rates in effect at December 31, 2007, the agreements provide for fixed rates of 6.2% to 6.6% and expire at December 2008 through March 2009.

After taking into account the impact of converting our variable rate debt into fixed rate debt by use of the interest rate swap agreements, at December 31, 2007 our variable rate debt accounted for approximately $187.5 million of outstanding debt with a weighted average interest rate of 6.5%. Variable rate debt accounted for approximately 27.2% of our total debt and 16.3% of our total capitalization.

We have $559.6 million of mortgage loans encumbering our consolidated properties, and $126.0 million of mortgage loans for properties held by our unconsolidated joint ventures (representing our pro rata share). Such mortgage loans are generally non-recourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan but generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. In addition, upon the occurrence of certain of such events, such as fraud or filing of a bankruptcy petition by the borrower, we would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, penalties and expenses.

The unconsolidated joint ventures in which our Operating Partnership owns an interest and which are accounted for by the equity method of accounting are subject to mortgage indebtedness, which in most instances is non-recourse. At December 31, 2007, our pro rata share of mortgage debt for the unconsolidated joint ventures was $126.0 million with a weighted average interest rate of 6.4%. Our pro rata share of fixed rate debt for the unconsolidated joint ventures amounted to $119.7 million, or 95.0% of our total pro rata share of such debt. The

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mortgage debt of $16.3 million at Peachtree Hill, a shopping center owned by our Ramco 450 Venture LLC, is recourse debt.

Investments in Unconsolidated Entities

In 2007, we formed Ramco HHF KL LLC, a joint venture with a discretionary fund managed by Heitman LLC that invests in core assets. We own 7% of the joint venture and our joint venture partner owns 93%. Subsequent to the formation of the joint venture, we sold Shoppes of Lakeland in Lakeland, Florida and Kissimmee West in Kissimmee, Florida to the joint venture. The Company recognized 93% of the gain on the sale of these two centers to the joint venture, representing the gain attributable to the joint venture partner’s 93% ownership interest. The remaining 7% of the gain on the sale of these two centers has been deferred and recorded as a reduction in the carrying amount of the Company’s equity investments in and advances to unconsolidated entities.

In 2007, we formed Ramco HHF NP LLC, a joint venture with a discretionary fund managed by Heitman LLC that invests in core assets. We own 7% of the joint venture and our joint venture partner owns 93%. In August 2007, the joint venture acquired Nora Plaza located in Indianapolis, Indiana.

In 2007, we formed Ramco Highland Disposition LLC, a joint venture with Hartland Realty Partners LLC to develop Hartland Towne Square, a traditional community center in Hartland, Michigan. We own 20% of the joint venture and our joint venture partner owns 80%. As of December 31, 2007, the joint venture has $10.5 million of variable rate debt.

In 2007, we formed Ramco Jacksonville North Industrial LLC, a joint venture formed to develop land adjunct to our River City Marketplace shopping center. We own 5% of the joint venture and our joint venture partner owns 95%. As of December 31, 2007, the joint venture has $0.7 million of variable rate debt.

During 2007, we acquired the remaining 80% interest in Ramco Jacksonville LLC, an entity that was formed to develop a shopping center in Jacksonville, Florida.

We are currently negotiating the sale of a number of stabilized, core portfolio assets with an approximate value of $260 million to a new joint venture. Proceeds from this transaction will be used to fund our business plan for 2008 and 2009 as well as pay down debt.

Contractual Obligations

The following are our contractual cash obligations as of December 31, 2007 (dollars in thousands):

			Payments Due by Period
			Less than		1 - 3		4 - 5		After 5
Contractual Obligations	Total		1 year		years		years		years
Mortgages and notes payable, principal	$	690,801	$	207,521	$	154,964	$	61,943	$	266,373
Interest on mortgages and notes payable		210,207		41,792		56,984		35,391		76,040
Employment contracts		2,052		261		1,343		448		—
Capital lease		10,018		677		1,354		1,354		6,633
Operating leases		6,989		853		1,805		1,854		2,477
Unconditional construction cost obligations		5,023		5,023		—		—		—
Total contractual cash obligations	$	925,090	$	256,127	$	216,450	$	100,990	$	351,523

At December 31, 2007, we did not have any contractual obligations that required or allowed settlement, in whole or in part, with consideration other than cash.

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Mortgages and notes payable

See the analysis of our debt included in “Liquidity and Capital Resources” above.

Employment Contracts

We have employment contracts with certain of our various officers that contain minimum guaranteed compensation.

Operating and Capital Leases

We lease office space for our corporate headquarters and our Florida office under operating leases. We also have an operating lease at our Taylors Square shopping center and a capital ground lease at our Gaines Marketplace shopping center.

Construction Costs

In connection with the development and expansion of various shopping centers as of December 31, 2007, we have entered into agreements for construction activities with an aggregate cost of approximately $5.0 million.

Planned Capital Spending

During 2007, we spent approximately $7.8 million on revenue-generating capital expenditures, including tenant improvements, leasing commissions paid to third-party brokers, legal costs relative to lease documents and capitalized leasing and construction costs. These types of investments generate a return through rents from tenants over the terms of their leases. Revenue-enhancing capital expenditures, including expansions, renovations and repositionings, were approximately $45.2 million in 2007. Revenue neutral capital expenditures, such as roof and parking lot repairs, which are anticipated to be recovered from tenants, amounted to approximately $2.5 million in 2007.

In 2008, we anticipate spending approximately $30.2 million for revenue-generating, revenue-enhancing and revenue neutral capital expenditures, including $15.3 million for approved redevelopment projects.

We are also working on five additional redevelopments that are in the final planning stages that are not included in such amounts. Further, we anticipate spending $14.7 million in 2008 for ongoing development projects.

In addition, after an in-depth analysis of our business plan going forward, we intend to de-emphasize our acquisition program as a primary driver of growth. Acquisitions are planned to be more opportunistic in nature and the volume of these purchases are expected to be substantially less than in 2007. We estimate our capital needs to carry out our 2008 acquisition activities will be approximately $7 million.

Capitalization

At December 31, 2007, our market capitalization amounted to $1.2 billion. Market capitalization consisted of $690.8 million of debt (including property-specific mortgages, an Unsecured Credit Facility consisting of a Term Loan Credit Facility and a Revolving Credit Facility, a Secured Term Loan, and a Junior Subordinated Note), and $457.1 million of common shares and Operating Partnership units at market value. Our debt to total market capitalization was 60.2% at December 31, 2007, as compared to 44.5% at December 31, 2006. After taking into account the impact of converting our variable rate debt into fixed rate debt by use of interest rate swap agreements, our outstanding debt at December 31, 2007 had a weighted average interest rate of 6.2% and consisted of $503.3 million of fixed rate debt and $187.5 million of variable rate debt. Outstanding letters of credit issued under the Credit Facility total approximately $1.8 million.

On April 2, 2007, we announced that we would redeem all of our outstanding 7.95% Series C Cumulative Convertible Preferred Shares of Beneficial Interest on June 1, 2007. As of June 1, 2007, 1,856,846 Series C Preferred Shares, or approximately 98% of the total outstanding as of April 2007 redemption notice, had been converted into common shares of beneficial interest on a one-for-one basis. The remaining 31,154 Series C Preferred Shares were redeemed on June 1, 2007, at the redemption price of $28.50 plus accrued and unpaid dividends.

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On October 8, 2007, we announced that we would redeem all of our outstanding 9.5% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest on November 12, 2007. The shares were redeemed at $25.00 per share, resulting in a charge to equity of approximately $1.2 million, plus accrued and unpaid dividends to the redemption date without interest.

At December 31, 2007, the minority interest in the Operating Partnership represented a 13.6% ownership in the Operating Partnership. The OP Units may, under certain circumstances, be exchanged for our common shares of beneficial interest on a one-for-one basis. We, as sole general partner of the Operating Partnership, have the option, but not the obligation, to settle exchanged OP Units held by others in cash based on the current trading price of our common shares of beneficial interest. Assuming the exchange of all OP Units, there would have been 21,388,265 of our common shares of beneficial interest outstanding at December 31, 2007, with a market value of approximately $457.1 million (based on the closing price of $21.37 per share on December 31, 2007).

Funds From Operations

We consider funds from operations, also known as “FFO,” an appropriate supplemental measure of the financial performance of an equity REIT. Under the National Association of Real Estate Investment Trusts (NAREIT) definition, FFO represents net income, excluding extraordinary items (as defined under GAAP) and gain (loss) 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 is intended to exclude GAAP historical cost depreciation and amortization of real estate investments, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions and many companies utilize different depreciable lives and methods. Because FFO adds back depreciation and amortization unique to real estate, and excludes gains and losses from depreciable property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, acquisition and development activities and interest costs, which provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. In addition, FFO does not include the cost of capital improvements, including capitalized interest.

For the reasons described above, we believe that FFO provides us and our investors with an important indicator of our operating performance. This measure of performance is used by us for several business purposes and for REITs it provides a recognized measure of performance other than GAAP net income, which may include non-cash items. Other real estate companies may calculate FFO in a different manner.

We recognize FFO’s limitations when compared to GAAP’s net income. FFO does not represent amounts available for needed capital replacement or expansion, debt service obligations, or other commitments and uncertainties. In addition, FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs, including the payment of dividends. FFO should not be considered as an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO is simply used as an additional indicator of our operating performance.

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The following table illustrates the calculations of FFO (in thousands, except per share data):

	Years Ended December 31,
	2007			2006			2005
Net income	$	38,675		$	35,624		$	18,493
Add:
Depreciation and amortization expense		40,924			35,068			33,335
Minority interest in partnership:
Continuing operations		7,310			6,241			2,833
Discontinued operations		—			69			527
Less:
Gain on sale of depreciable property		(29,869	)		(19,109	)		(637	)
Discontinued operations, gain on sale of property, net of minority interest		—			(914	)		—
Funds from operations		57,040			56,979			54,551
Less:
Preferred stock dividends(1)		(2,065	)		(2,375	)		(6,655	)
Funds from operations available to common shareholders(2)	$	54,975		$	54,604		$	47,896
Weighted average equivalent shares outstanding, diluted(1)		21,449			21,536			19,810
Funds from operations available for common shareholders, per diluted share	$	2.56		$	2.54		$	2.42

(1)	In 2007 and 2006, the Series C Preferred Shares were dilutive and therefore, the dividends paid were not included in the calculation of our diluted FFO. In 2005, the Series C Preferred Shares were anti-dilutive and reduced diluted FFO by $4.3 million for dividends paid.
(2)	In 2007, loss on redemption of preferred shares in the amount of $1.3 million was not included in our FFO calculations.

Inflation

Inflation has been relatively low in recent years and has not had a significant detrimental impact on the results of our operations. Should inflation rates increase in the future, substantially all of our tenant leases contain provisions designed to partially mitigate the negative impact of inflation in the near term. Such lease provisions include clauses that require our tenants to reimburse us for real estate taxes and many of the operating expenses we incur. Also, many of our leases provide for periodic increases in base rent which are either of a fixed amount or based on changes in the consumer price indexand/or percentage rents (where the tenant pays us rent based on a percentage of its sales). Significant inflation rate increases over a prolonged period of time may have a material adverse impact on our business.

Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 160,“Noncontrolling Interests in Consolidated Financial Statements,” which among other things, provides guidance and establishes amended accounting and reporting standards for a parent company’s noncontrolling interest in a subsidiary. We are currently evaluating the impact of adopting the statement, which is effective for fiscal years beginning on or after December 15, 2008.

In December 2007, the FASB issued Statement No. 141R,“Business Combinations,” (“SFAS No. 141R”) which replaces SFAS No. 141, Business Combinations. SFAS No. 141R establishes principles and requirements for

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how an acquirer entity recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed (including intangibles) and any noncontrolling interests in the acquired entity. We are currently evaluating the impact of adopting the statement, which is effective for fiscal years beginning on or after December 15, 2008.

In February 2007, the FASB issued Statement No. 159,“The Fair Value Option for Financial Assets and Financial Liabilities.”This Statement permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The Statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. Statement No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, although early application is allowed. We are currently evaluating the application of this Statement and its effect on our financial position and results of operations.

In July 2006, the FASB issued FASB Interpretation 48,“Accounting for Uncertainty in Income Taxes: An Interpretation of FASB Statement No. 109”. Interpretation 48, which clarifies Statement No. 109,“Accounting for Income Taxes,”establishes the criterion that an individual tax position has to meet for some or all of the benefits of that position to be recognized in our financial statements. We adopted the provisions of FASB Interpretation No. 48,“Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109”(“FIN 48”) on January 1, 2007. FIN 48 defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Adoption of FIN 48 did not have a material effect on the our results of operations or financial position.

We have no unrecognized tax benefits as of the January 1, 2007 adoption date or as of December 31, 2007. We expect no significant increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of December 31, 2007. We have no interest or penalties relating to income taxes recognized in the statement of operations for the twelve months ended December 31, 2007 or in the balance sheet as of December 31, 2007. It is our accounting policy to classify interest and penalties relating to unrecognized tax benefits as interest expense and tax expense, respectively. As of December 31, 2007, returns for the calendar years 2004 through 2007 remain subject to examination by the Internal Revenue Service (“IRS”) and various state and local tax jurisdictions. As of December 31, 2007, certain returns for calendar year 2003 also remain subject to examination by various state and local tax jurisdictions.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

We have exposure to interest rate risk on our variable rate debt obligations. We are not subject to any foreign currency exchange rate risk or commodity price risk, or other material rate or price risks. Based on our debt and interest rates and the interest rate swap agreements in effect at December 31, 2007, a 100 basis point change in interest rates would affect our annual earnings and cash flows by approximately $1.1 million. We believe that a 100 basis point change in interest rates would impact the fair value of our total outstanding debt at December 31, 2007 by approximately $18.5 million.

Under terms of various debt agreements, we may be required to maintain interest rate swap agreements to reduce the impact of changes in interest rates on our floating rate debt. We have interest rate swap agreements with an aggregate notional amount of $80.0 million at December 31, 2007. Based on rates in effect at December 31, 2007, the interest rate swap agreements provide for fixed rates of 6.2% to 6.6% and expire December 2008 through March 2009.

Subsequent to December 31, 2007, we entered in $80.0 million of interest rate swap contracts to extend the maturity date to December 13, 2010 related to existing contracts and put in place an interest rate swap contract of $20.0 million through December 13, 2010. Based on rates in effect at December 31, 2007, these agreements for notional amounts aggregating $100.0 million would provide for fixed rates ranging from 4.4% to 4.7% on a portion of the Credit Facility and expire in December 2010.

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The following table sets forth information as of December 31, 2007 concerning our long-term debt obligations, including principal cash flows by scheduled maturity, weighted average interest rates of maturing amounts and fair market value (dollars in thousands):

																						Fair
	2008			2009			2010			2011			2012			Thereafter			Total			Value
Fixed-rate debt	$	47,745		$	27,481		$	99,723		$	27,932		$	34,011		$	266,374		$	503,266		$	494,843
Average interest rate		5.2	%		7.0	%		6.6	%		7.4	%		6.8	%		5.7	%		6.1	%		6.2	%
Variable-rate debt	$	159,776		$	7,760		$	20,000		$	—		$	—		$	—		$	187,536		$	187,536
Average interest rate		6.5	%		6.7	%		6.5	%		—			—			—			6.5	%		6.5	%

We estimated the fair value of our fixed rate mortgages using a discounted cash flow analysis, based on our incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity. Considerable judgment is required to develop estimated fair values of financial instruments. The table incorporates only those exposures that exist at December 31, 2007 and does not consider those exposures or positions which could arise after that date or firm commitments as of such date. Therefore, the information presented therein has limited predictive value. Our actual interest rate fluctuations will depend on the exposures that arise during the period and interest rates. Therefore, the information presented therein has limited predictive value. Our actual interest rate fluctuations will depend on the exposures that arise during the period and interest rates.

Item 8.   Financial Statements and Supplementary Data.

Our consolidated financial statements and supplementary data are included as a separate section in this Annual Report onForm 10-K commencing onpage F-1 and are incorporated herein by reference.

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None

Item 9A.   Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (“Exchange Act”), such as this report onForm 10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the design control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We carried out an assessment as of December 31, 2007 of the effectiveness of the design and operation of our disclosure controls and procedures. This assessment was done under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based on such evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that such disclosure controls and procedures were effective as of December 31, 2007.

40

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining effective internal control over financial reporting as such term is defined underRule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of our consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting includes those policies and procedures that pertain to our ability to record, process, summarize and report reliable financial data. Management recognizes that there are inherent limitations in the effectiveness of any internal control and effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Additionally, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management of Ramco-Gershenson Properties Trust conducted an assessment of our internal controls over financial reporting as of December 31, 2007 using the framework established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework. Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2007.

Our independent registered public accounting firm, Grant Thornton LLP, has issued an attestation report on our internal control over financial reporting. Their report appears below.

41

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and shareholders

Ramco-Gershenson Properties Trust

We have audited Ramco-Gershenson Properties Trust and subsidiaries’ internal control over financial reporting as of December 31, 2007, based on criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Ramco-Gershenson Properties Trust and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on Ramco-Gershenson Properties Trust and subsidiaries’ internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Ramco-Gershenson Properties Trust and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria established inInternal Control — Integrated Frameworkissued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Ramco-Gershenson Properties Trust and subsidiaries as of December 31, 2007 and 2006 and the related consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2007 and our report dated March 10, 2008 expressed an unqualified opinion on those financial statements.

/s/  Grant Thornton LLP

Southfield, Michigan

March 10, 2008

42

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.   Other Information.

None.

PART III

Item 10.   Directors, Executive Officers and Corporate Governance.

The information required by this Item is incorporated herein by reference to our proxy statement for the 2008 annual meeting of shareholders (the “Proxy Statement”) under the captions“Proposal 1-Election of Trustees — Trustees and Executive Officers,”“Proposal 1-Election of Trustees — Committees of the Board,”“Proposal 1-Election of Trustees — Corporate Governance,” and “Additional Information — Section 16(a) Beneficial Ownership Reporting Compliance.”

Item 11.   Executive Compensation.

The information required by this Item is incorporated herein by reference to our Proxy Statement under the captions“Proposal 1-Election of Trustees — Trustee Compensation,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” and “Executive Compensation Tables.”

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information regarding our equity compensation plans as of December 31, 2007:

							Number of Securities
	Number of Securities						Remaining Available
	to be Issued			Weighted-Average			for Future Issuances
	Upon Exercise of			Exercise Price of			Under Equity Compensation
	Outstanding Options,			Outstanding Options,			Plans (Excluding Securities
	Warrants and Rights			Warrants and Rights			Reflected in Column (a))
Plan Category	(a)			(b)			(c)
Equity compensation plans approved by security holders(1)		696,305	(2)	$	28.45	(3)		374,353	(4)
Equity compensation plans not approved by security holders		—			—			—
Total		696,305		$	28.45			374,353

(1)

Consists of grants made under the 1996 Share Option Plan, 1997 Non-Employee Trustee Stock Option Plan, 2003 Long-Term Incentive Plan and 2003 Non-Employee Trustee Stock Option Plan.

(2)

Consists of 344,437 options outstanding, 218,800 deferred common shares (see Note 16 of the Consolidated Financial Statements) and 133,068 shares of restricted stock issuable on the satisfaction of applicable performance measures. The number of shares of restricted stock overstates dilution to the extent we do not satisfy the applicable performance measures. In particular, subsequent to December 31, 2007, the Compensation Committee determined that we did not achieve certain performance measures underlying restricted share grants, resulting in the forfeiture of 39,099 shares of restricted stock that are listed in this column as of December 31, 2007.

43

(3)	Solely consists of outstanding options, as the deferred common shares and shares of restricted stock do not have an exercise price.
(4)	Includes 328,353 securities available for issuance under the 2003 Long-Term Incentive Plan and 46,000 options available for issuance under the 2003 Non-Employee Trustee Stock Option Plan.

Additional information required by this Item is incorporated herein by reference to our Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management.”

Item 13.   Certain Relationships and Related Transactions, and Director Independence.

The information required by this Item is incorporated herein by reference to our Proxy Statement under the captions “Related Person Transactions,” and“Proposal 1-Election of Trustees — Committees of the Board.”

Item 14.   Principal Accountant Fees and Services.

The information required by this Item is incorporated herein by reference to our Proxy Statement under the captions “Audit Committee Disclosure,” and “Report of the Audit Committee.”

PART IV

Item 15.   Exhibits and Financial Statement Schedules.

(a) (1) Consolidated financial statements. See “Item 8 — Financial Statements and Supplementary Data.”

(2) Financial statement schedule. See “Item 8 — Financial Statements and Supplementary Data.”

(3) Exhibits

3	.1	Amended and Restated Declaration of Trust of the Company, dated October 2, 1997, incorporated by reference to Exhibit 3.1 to the Company’s Annual Report onForm 10-K for the year ended December 31, 1997.
3	.2	Articles Supplementary to Ramco-Gershenson Properties Trust Declaration of Trust, incorporated by reference to Exhibit 3.1 to Registrant’sForm 8-K dated December 12, 2007.
3	.3*	By-Laws of the Company, as amended and restated as of March 10, 2008.
4	.1	Amended and Restated Fixed Rate Note ($110 million), dated March 30, 2007, by and Between Ramco Jacksonville LLC and JPMorgan Chase Bank, N.A., incorporated by reference to Exhibit 4.1 to Registrant’sForm 8-K dated April 16, 2007.
4	.2	Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated March 30, 2007, by and between Ramco Jacksonville LLC and JPMorgan Chase Bank, N.A., incorporated by reference to Exhibit 4.2 to Registrant’sForm 8-K dated April 16, 2007.
4	.3	Assignment of Leases and Rents, dated March 30, 2007, by and between Ramco Jacksonville LLC and JPMorgan Chase Bank, N.A., incorporated by reference to Exhibit 4.3 to Registrant’sForm 8-K dated April 16, 2007.
4	.4	Environmental Liabilities Agreement, dated March 30, 2007, by and between Ramco Jacksonville LLC and JPMorgan Chase Bank, N.A., incorporated by reference to Exhibit 4.4 to Registrant’sForm 8-K dated April 16, 2007.
4	.5	Guaranty, dated March 30, 2007, by and between Ramco Jacksonville LLC and JPMorgan Chase Bank, N.A., incorporated by reference to Exhibit 4.5 to Registrant’sForm 8-K dated April 16, 2007.
4	.6	Acknowledgment of Property Manager, dated March 30, 2007 by and between Ramco-Gershenson, Inc. and JPMorgan Chase Bank, N.A., incorporated by reference to Exhibit 4.6 to Registrant’sForm 8-K dated April 16, 2007.
10	.1	1996 Share Option Plan of the Company, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report onForm 10-Q for the period ended June 30, 1996.**

44

10	.2	Change of Venue Merger Agreement dated as of October 2, 1997 between the Company (formerly known as RGPT Trust, a Maryland real estate investment trust), and Ramco-Gershenson Properties Trust, a Massachusetts business trust, incorporated by reference to Exhibit 10.41 to the Company’s Annual Report onForm 10-K for the year ended December 31, 1997
10	.3	Exchange Rights Agreement dated as of September 4, 1998 between Ramco-Gershenson Properties Trust, and A.T.C., L.L.C., incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report onForm 10-Q for the period ended September 30, 1998.
10	.4	Limited Liability Company Agreement of Ramco/West Acres LLC., incorporated by reference to Exhibit 10.53 to the Company’s Quarterly Report onForm 10-Q for the period ended September 30, 2001.
10	.5	Assignment and Assumption Agreement dated September 28, 2001 among Flint Retail, LLC and Ramco/West Acres LLC and State Street Bank and Trust for holders of J.P. Mortgage Commercial Mortgage Pass-Through Certificates, incorporated by reference to Exhibit 10.54 to the Company’s Quarterly Report onForm 10-Q for the period ended September 30, 2001.
10	.6	Limited Liability Company Agreement of Ramco/Shenandoah LLC., Incorporated by reference to Exhibit 10.41 to the Company’s onForm 10-K for the year ended December 31, 2001.
10	.7	Purchase and Sale Agreement, dated May 21, 2002 between Ramco-Gershenson Properties, L.P. and Shop Invest, LLC., incorporated by reference to Exhibit 10.46 to the Company’s Quarterly Report onForm 10-Q for the period ended June 30, 2002.
10	.8	Ramco-Gershenson Properties Trust 2003 Long-Term Incentive Plan, incorporated by reference to Appendix B of the Company’s 2003 Proxy Statement filed on April 28, 2003.**
10	.9	Ramco-Gershenson Properties Trust 2003 Non-Employee Trustee Stock Option Plan, incorporated by reference to Appendix C of the Company’s 2003 Proxy Statement filed on April 28, 2003.**
10	.10	Amended and Restated Limited Partnership Agreement of Ramco/Lion Venture LP, dated as of December 29, 2004, by Ramco-Gershenson Properties, L.P., as a limited partner, Ramco Lion LLC, as a general partner, CLPF-Ramco, L.P. as a limited partner, and CLPF-Ramco GP, LLC as a general partner, incorporated by reference Exhibit 10.62 to the Registrant’s Annual Report onForm 10-K for the year ended December 31, 2004.
10	.11*	Summary of Trustee Compensation Program.**
10	.12	Form of Nonstatutory Stock Option Agreement, incorporated by reference Exhibit 10.66 to the Registrant’s Annual Report onForm 10-K for the year ended December 31, 2004.**
10	.13	Second Amended and Restated Limited Liability Company Agreement of Ramco Jacksonville LLC, dated March 1, 2005, by Ramco-Gershenson Properties , L.P. and SGC Equities LLC., incorporated by reference Exhibit 10.65 to the Registrant’s Quarterly Report onForm 10-Q for the period ended March 31, 2005.
10	.14	Employment Agreement, dated as of February 24, 2006, between the Company and Thomas Litzler, incorporated by reference to Exhibit 10.1 to Registrant’sForm 8-K dated February 24, 2006.**
10	.15	Form of Restricted Stock Award Agreement Under 2003 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to Registrant’sForm 8-K dated June 16, 2006.**
10	.16	Form of Trustee Stock Option Award Agreement Under 2003 Non-Employee Trustee Stock Option Plan, incorporated by reference to Exhibit 10.2 to Registrant’sForm 8-K dated June 16, 2006.**
10	.17	Employment Agreement, dated as of August 1, 2007, between the Company and Dennis Gershenson, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report onForm 10-Q for the period ended June 30, 2007.**
10	.18	Change in Control Policy, dated July 10, 2007, between Ramco-Gershenson Properties Trust and the Specified Officers of the Trust, incorporated by reference to Exhibit 10.1 to Registrant’sForm 8-K dated July 10, 2007.**
12	.1*	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.
21	.1*	Subsidiaries

45

23	.1*	Consent of Grant Thornton LLP.
31	.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31	.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	.1*	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32	.2*	Certification of Chief Financial Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Filed herewith
**	Management contract or compensatory plan or arrangement

The Company has not filed certain instruments with respect to long-term debt that did not exceed 10% of the Company’s total assets. The Company will furnish a copy of such agreements with the SEC upon request.

15(b) The exhibits listed at item 15(a)(3) that are noted ‘filed herewith’ are hereby filed with this report.

15(c) The financial statement schedules listed at Item 15(a)(2) are hereby filed with this report.

46

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Ramco-Gershenson Properties Trust

Dated: March 10, 2008 By:  /s/  Dennis E. Gershenson
Dennis E. Gershenson,
Chairman, President, and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of registrant and in the capacities and on the dates indicated.

Dated: March 10, 2008	By:  /s/  Dennis E. Gershenson Dennis E. Gershenson, Trustee, Chairman, President and Chief Executive Officer (Principal Executive Officer)
Dated: March 10, 2008	By:  /s/  Stephen R. Blank Stephen R. Blank, Trustee
Dated: March 10, 2008	By:  /s/  Arthur H. Goldberg Arthur H. Goldberg, Trustee
Dated: March 10, 2008	By:  /s/  Robert A. Meister Robert A. Meister, Trustee
Dated: March 10, 2008	By:  /s/  Joel M. Pashcow Joel M. Pashcow, Trustee
Dated: March 10, 2008	By:  /s/  Mark K. Rosenfeld Mark K. Rosenfeld Trustee
Dated: March 10, 2008	By:  /s/  Michael A. Ward Michael A. Ward, Trustee
Dated: March 10, 2008	By:  /s/  Richard J. Smith Richard J. Smith, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)

47

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and shareholders

Ramco-Gershenson Properties Trust

We have audited the accompanying consolidated balance sheets of Ramco-Gershenson Properties Trust and subsidiaries (“the Company”) as of December 31, 2007 and 2006, and the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ramco-Gershenson Properties Trust and subsidiaries as of December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, the Company adopted Financial Accounting Standards Board Statement No. 123R,“Share Based Payments,”in 2006.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Ramco-Gershenson Properties Trust and subsidiaries’ internal control over financial reporting as of December 31, 2007, based on criteria established inInternal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)and our report dated March 10, 2008 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ GRANT THORNTON LLP

Southfield, Michigan

March 10, 2008

F-1

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED BALANCE SHEETS

	December 31,
	2007			2006
	(In thousands, except
	per share amounts)
ASSETS
Investment in real estate, net	$	876,410		$	897,975
Cash and cash equivalents		14,977			11,550
Restricted cash		5,777			7,772
Accounts receivable, net		35,787			33,692
Equity investments in and advances to unconsolidated entities		117,987			75,824
Other assets, net		37,561			38,057
Total Assets	$	1,088,499		$	1,064,870
LIABILITIES AND SHAREHOLDERS’ EQUITY
Mortgages and notes payable	$	690,801		$	676,225
Accounts payable and accrued expenses		57,614			26,424
Distributions payable		9,884			10,391
Capital lease obligation		7,443			7,682
Total Liabilities		765,742			720,722
Minority Interest		41,353			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 issued and outstanding, liquidation value of $25,000 as of December 31, 2006		—			23,804
7.95% Series C Cumulative Convertible Preferred Shares; 1,889 issued and 1,888 outstanding as of December 31, 2006		—			51,714
Common Shares of Beneficial Interest, par value $0.01, 45,000 shares authorized; 18,470 and 16,580 issued and outstanding as of December 31, 2007 and 2006, respectively		185			166
Additional paid-in capital		388,164			335,738
Accumulated other comprehensive income (loss)		(845	)		247
Cumulative distributions in excess of net income		(106,100	)		(107,086	)
Total Shareholders’ Equity		281,404			304,583
Total Liabilities and Shareholders’ Equity	$	1,088,499		$	1,064,870

See notes to consolidated financial statements.

F-2

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

	Year Ended December 31,
	2007			2006			2005
	(In thousands, except
	per share amounts)
REVENUES
Minimum rents	$	97,195		$	100,494		$	95,163
Percentage rents		676			922			749
Recoveries from tenants		44,021			42,165			39,466
Fees and management income		6,831			5,676			5,478
Other income		4,532			3,992			4,023
Total revenues		153,255			153,249			144,879
EXPENSES
Real estate taxes		20,069			20,903			18,334
Recoverable operating expenses		24,678			23,377			22,023
Depreciation and amortization		36,976			32,675			30,572
Other operating expenses		3,786			3,717			3,261
General and administrative		14,291			13,000			13,509
Interest expense		42,609			45,409			42,421
Total expenses		142,409			139,081			130,120
Income from continuing operations before gain on sale of real estate assets, minority interest and earnings from unconsolidated entities		10,846			14,168			14,759
Gain on sale of real estate assets, net of taxes of $4,418, $2,253 and $298 in 2007, 2006 and 2005, respectively		32,643			23,388			1,136
Minority interest		(7,310	)		(6,241	)		(2,833	)
Earnings from unconsolidated entities		2,496			3,002			2,400
Income from continuing operations		38,675			34,317			15,462
Discontinued operations, net of minority interest:
Gain on sale of property		—			914			—
Income from operations		—			393			3,031
Income from discontinued operations		—			1,307			3,031
Net income		38,675			35,624			18,493
Preferred share dividends		(3,146	)		(6,655	)		(6,655	)
Loss on redemption of preferred shares		(1,269	)		—			—
Net income available to common shareholders	$	34,260		$	28,969		$	11,838
Basic earnings per share:
Income from continuing operations	$	1.92		$	1.66		$	0.52
Income from discontinued operations		—			0.08			0.18
Net income	$	1.92		$	1.74		$	0.70
Diluted earnings per share:
Income from continuing operations	$	1.91		$	1.65		$	0.52
Income from discontinued operations		—			0.08			0.18
Net income	$	1.91		$	1.73		$	0.70
Basic weighted average shares outstanding		17,851			16,665			16,837
Diluted weighted average shares outstanding		18,529			16,718			16,880
COMPREHENSIVE INCOME
Net income	$	38,675		$	35,624		$	18,493
Other comprehensive income :
Unrealized gains (losses) on interest rate swaps		(1,092	)		291			(264	)
Comprehensive income	$	37,583		$	35,915		$	18,229

See notes to consolidated financial statements.

F-3

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(in thousands, except share amounts)

										Accumulated			Cumulative
				Common			Additional			Other			Distributions in			Total
	Preferred			Shares Par			Paid-In			Comprehensive			Excess of			Shareholders’
	Shares			Value			Capital			Income (Loss)			Net Income			Equity
Balance, January 1, 2005	$	75,545		$	168		$	342,719		$	220		$	(88,639	)	$	330,013
Cash distributions declared		—			—			—			—			(29,469	)		(29,469	)
Preferred shares dividends declared		—			—			—			—			(6,655	)		(6,655	)
Stock options exercised		—			—			292			—			—			292
Net income and comprehensive income		—			—			—			(264	)		18,493			18,229
Balance, December 31, 2005		75,545			168			343,011			(44	)		(106,270	)		312,410
Cash distributions declared		—			—			—			—			(29,785	)		(29,785	)
Preferred shares dividends declared		—			—			—			—			(6,655	)		(6,655	)
Stock options exercised		—			—			298			—			—			298
Share-based compensation expense		—			—			204			—			—			204
Conversion of Series C Preferred Shares to common shares		(27	)		—			27			—			—			—
Repurchase and retirement of common shares		—			(2	)		(7,802	)		—			—			(7,804	)
Net income and comprehensive income		—			—			—			291			35,624			35,915
Balance, December 31, 2006		75,518			166			335,738			247			(107,086	)		304,583
Cash distributions declared		—			—			—			—			(33,274	)		(33,274	)
Preferred shares dividends declared		—			—			—			—			(3,146	)		(3,146	)
Stock options exercised		—			—			268			—			—			268
Share-based compensation expense		—			—			1,323			—			—			1,323
Redemption of 1,000 shares of Series B Preferred Stock		(23,804	)		—			(7	)		—			(1,234	)		(25,045	)
Redemption of 31 shares of Series C Preferred Stock		(853	)		—			—			—			(35	)		(888	)
Conversion of 1,857 shares of Series C Preferred Shares to common shares		(50,861	)		19			50,842			—			—			—
Net income and comprehensive income		—			—			—			(1,092	)		38,675			37,583
Balance, December 31, 2007	$	—		$	185		$	388,164		$	(845	)	$	(106,100	)	$	281,404

See notes to consolidated financial statements.

F-4

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2007			2006			2005
	(In thousands)
Cash Flows from Operating Activities:
Net income	$	38,675		$	35,624		$	18,493
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		36,976			32,675			30,572
Amortization of deferred financing costs		1,166			1,129			2,286
Gain on sale of real estate assets		(32,643	)		(23,388	)		(1,136	)
Write-off of development costs		—			—			926
Earnings from unconsolidated entities		(2,496	)		(3,002	)		(2,400	)
Discontinued operations		—			(393	)		(3,031	)
Minority interest		7,310			6,241			2,833
Distributions received from unconsolidated entities		5,934			2,872			1,964
Changes in assets and liabilities that provided (used) cash:
Accounts receivable		379			(986	)		(5,062	)
Other assets		4,656			1,782			(4,266	)
Accounts payable and accrued expenses		26,031			(5,324	)		(1,153	)
Net Cash Provided by Continuing Operating Activities		85,988			47,230			40,026
Gain on Sale of Discontinued Operations		—			(914	)		—
Operating Cash from Discontinued Operations		—			469			4,579
Net Cash Provided by Operating Activities		85,988			46,785			44,605
Cash Flows from Investing Activities:
Real estate developed or acquired, net of liabilities assumed		(87,133	)		(50,424	)		(59,468	)
Investment in and advances to unconsolidated entities		(38,177	)		(22,886	)		(45,383	)
Payments on notes receivable from joint ventures, net		13,500			—			9,451
Proceeds from sales of real estate assets		60,176			31,948			9,441
Proceeds from sale of property to joint ventures		72,821			36,454			—
Decrease (increase) in restricted cash		1,995			21			(558	)
Net Cash Provided by (Used In) Continuing Investing Activities		23,182			(4,887	)		(86,517	)
Investing Cash from Discontinued Operations		—			47,000			—
Net Cash Provided by (Used In) Investing Activities		23,182			42,113			(86,517	)
Cash Flows from Financing Activities:
Cash distributions to shareholders		(32,156	)		(29,737	)		(29,167	)
Cash distributions to operating partnership unit holders		(5,360	)		(5,214	)		(5,075	)
Cash dividends paid on preferred shares		(4,810	)		(6,655	)		(6,655	)
Paydown of mortgages and notes payable		(317,102	)		(172,463	)		(348,527	)
Payment for deferred financing costs		(878	)		(413	)		(1,526	)
Distributions to minority partners		(121	)		(88	)		(175	)
Borrowings on mortgages and notes payable		252,463			137,852			432,071
Borrowings on junior subordinated debt		28,125			—			—
Reduction of capitalized lease obligation		(239	)		(260	)		—
Purchase and retirement of preferred shares		(25,933	)		—			—
Purchase and retirement of common shares		—			(7,804	)		—
Proceeds from exercise of stock options		268			298			292
Net Cash (Used in) Provided by Financing Activities		(105,743	)		(84,484	)		41,238
Net Increase (Decrease) in Cash and Cash Equivalents		3,427			4,414			(674	)
Cash and Cash Equivalents, Beginning of Period		11,550			7,136			7,810
Cash and Cash Equivalents, End of Period	$	14,977		$	11,550		$	7,136
Supplemental Cash Flow Disclosure, including Non-Cash Activities:
Cash paid for interest during the period	$	41,936		$	43,871		$	40,453
Cash paid for federal income taxes		1,030			2,338			1,618
Capitalized interest		2,881			1,431			741
Assumed debt of acquired property and joint venture interests		12,197			7,521			—
Assets contributed to joint venture entity		—			—			7,994
Increase (Decrease) in fair value of interest rate swaps		(1,092	)		291			(264	)

See notes to consolidated financial statements

F-5

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2007, 2006 and 2005
(Dollars in thousands)

1.  Organization and Summary of Significant Accounting Policies

Ramco-Gershenson Properties Trust, together with its subsidiaries (the “Company”), is a real estate investment trust (“REIT”) engaged in the business of owning, developing, acquiring, managing and leasing community shopping centers, regional malls and single tenant retail properties. At December 31, 2007, the Company owns and manages a portfolio of 89 shopping centers, with approximately 20,000,000 square feet of gross leaseable area (“GLA”), located in the Midwestern, Southeastern and Mid-Atlantic regions of the United States. The Company’s centers are usually anchored by discount department stores or supermarkets and the tenant base consists primarily of national and regional retail chains and local retailers. The Company’s credit risk, therefore, is concentrated in the retail industry.

The economic performance and value of the Company’s real estate assets are subject to all the risks associated with owning and operating real estate, including risks related to adverse changes in national, regional and local economic and market conditions. The economic condition of each of the Company’s markets may be dependent on one or more industries. An economic downturn in one of these industries may result in a business downturn for the Company’s tenants, and as a result, these tenants may fail to make rental payments, decline to extend leases upon expiration, delay lease commencements or declare bankruptcy.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its majority owned subsidiary, the Operating Partnership, Ramco-Gershenson Properties, L.P. (86.4%, 85.0%, and 85.2% owned by the Company at December 31, 2007, 2006 and 2005, respectively), and all wholly owned subsidiaries, including bankruptcy remote single purpose entities and all majority owned joint ventures over which the Company has control. Investments in real estate joint ventures for which the Company has the ability to exercise significant influence over, but for which the Company does not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, the Company’s share of the earnings of these joint ventures is included in consolidated net income. All intercompany accounts and transactions have been eliminated in consolidation.

The 100% of the non-voting and voting common stock of Ramco-Gershenson, Inc. (“Ramco”), and therefore it is included in the consolidated financial statements. Ramco has elected to be a taxable REIT subsidiary for federal income tax purposes. Ramco provides property management services to the Company and to other entities. See Note 20 for management fees earned from related parties.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and reported amounts that are not readily apparent from other sources. Actual results could differ from those estimates.

Listed below are certain significant estimates and assumptions used in the preparation of the Company’s consolidated financial statements.

F-6

Allowance for Doubtful Accounts

The Company provides for bad debt expense based upon the allowance method of accounting. The Company monitors the collectibility of its accounts receivable (billed, unbilled and straight-line) from specific tenants, and analyzes historical bad debts, customer credit worthiness, current economic trends and changes in tenant payment terms when evaluating the adequacy of the allowance for bad debts. When tenants are in bankruptcy, the Company makes estimates of the expected recovery of pre-petition and post-petition claims. The period to resolve these claims can exceed one year. Accounts receivable in the accompanying balance sheets is shown net of an allowance for doubtful accounts of $3,313 and $2,913 as of December 31, 2007 and 2006, respectively.

	2007			2006			2005
Allowance for doubtful accounts:
Balance at beginning of year	$	2,913		$	2,017		$	1,143
Charged to expense		1,157			1,585			1,315
Write offs		(757	)		(689	)		(441	)
Balance at end of year	$	3,313		$	2,913		$	2,017

Accounting for the Impairment of Long-Lived Assets and Equity Investments

The Company periodically reviews whether events and circumstances subsequent to the acquisition or development of long-lived assets, or intangible assets subject to amortization, have occurred that indicate the remaining estimated useful lives of those assets may warrant revision or that the remaining balance of those assets may not be recoverable. If events and circumstances indicate that the long-lived assets should be reviewed for possible impairment, the Company uses projections to assess whether future cash flows, on a non-discounted basis, for the related assets are likely to exceed the recorded carrying amount of those assets to determine if a write-down is appropriate. For investments accounted for on the equity method, the Company considers whether declines in the fair value of the investment below its carrying amount are other than temporary. If the Company identifies an impairment, it reports a loss to the extent that the carrying value of an impaired asset exceeds its fair value as determined by valuation techniques appropriate in the circumstances.

In determining the estimated useful lives of intangible assets with finite lives, the Company considers the nature, life cycle position, and historical and expected future operating cash flows of each asset, as well as its commitment to support these assets through continued investment.

There were no impairment charges for the years ended December 31, 2007, 2006 or 2005.

Revenue Recognition

Shopping center space is generally leased to retail tenants under leases which are accounted for as operating leases. The Company recognizes minimum rents on the straight-line method over the terms of the leases, commencing when the tenant takes possession of the space, as required under Statement of Financial Accounting Standards (“SFAS”) No. 13,“Accounting for Leases.” Certain of the leases also provide for additional revenue based on contingent percentage income, which is recorded on an accrual basis once the specified target that triggers this type of income is achieved. The leases also typically provide for tenant recoveries of common area maintenance, real estate taxes and other operating expenses. These recoveries are recognized as revenue in the period the applicable costs are incurred. Revenue from fees and management income are recognized in the period in which the services have been provided and the earnings process is complete. Lease termination income is recognized when a lease termination agreement is executed by the parties and the tenant vacates the space.

Straight line rental income was greater than the current amount required to be paid by the Company’s tenants by $1,338, $2,139 and $1,328 for the years ended December 31, 2007, 2006 and 2005, respectively.

Revenues from the Company’s largest tenant, TJ Maxx/Marshalls, amounted to 3.6% and 3.7% of its annualized base rent for the years ended December 31, 2007 and 2006, respectively. During 2005, revenues from the Company’s largest tenant, Wal-Mart, amounted to 3.8% of its annualized base rent.

F-7

Gain on sale of properties and other real estate assets are recognized when it is determined that the sale has been consummated, the buyer’s initial and continuing investment is adequate, the Company’s receivable, if any, is not subject to future subordination, and the buyer has assumed the usual risks and rewards of ownership of the assets.

Accounting Policies

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Income Tax Status

The Company conducts its operations with the intent of meeting the requirements applicable to a REIT under sections 856 through 860 of the Internal Revenue Code. In order to maintain its qualification as a REIT, the Company is required to distribute annually at least 90% of its REIT taxable income, excluding net capital gain, to its shareholders. As long as the Company qualifies as a REIT, it will generally not be liable for federal corporate income taxes.

Certain of the Company’s operations, including property management and asset management, as well as ownership of certain land, are conducted through taxable REIT subsidiaries, (each, a “TRS”). A TRS is a C corporation that has not elected REIT status and, as such, is subject to federal corporate income tax. The Company uses the TRS format to facilitate its ability to provide certain services and conduct certain activities that are not generally considered as qualifying REIT activities.

During the years ended December 31, 2007, 2006 and 2005, the Company sold various properties and land parcels at a gain, resulting in both a federal and state tax liability. These tax liabilities have been netted against the gain on sale of real estate assets in the Company’s consolidated statements of income for the years ended December 31, 2007, 2006 and 2005.

Real Estate

The Company records real estate assets at cost less accumulated depreciation. Direct costs incurred for the acquisition, development and construction of properties are capitalized. For redevelopment of an existing operating property, the undepreciated net book value plus the direct costs for the construction incurred in connection with the redevelopment are capitalized to the extent such costs do not exceed the estimated fair value when complete.

Depreciation is computed using the straight-line method and estimated useful lives for buildings and improvements of 40 years and equipment and fixtures of 5 to 10 years. Expenditures for improvements to tenant spaces are capitalized as part of buildings and improvements and are amortized over the life of the initial term of each lease. The Company commences depreciation of the asset once the improvements have been completed and the premise is placed into service. Expenditures for normal, recurring, or periodic maintenance are charged to expense when incurred. Renovations which improve or extend the life of the asset are capitalized.

Other Assets

Other assets consist primarily of prepaid expenses, proposed development and acquisition costs, financing and leasing costs. Financing and leasing costs are amortized using the straight-line method over the terms of the respective agreements. Should a tenant terminate its lease, the unamortized portion of the leasing cost is expensed. Unamortized financing costs are expensed when the related agreements are terminated before their scheduled maturity dates. Proposed development and acquisition costs are deferred and transferred to construction in progress when development commences or expensed if development is not considered probable.

F-8

Purchase Accounting for Acquisitions of Real Estate and Other Assets

Acquired real estate assets have been accounted for using the purchase method of accounting and accordingly, the results of operations are included in the consolidated statements of income from the respective dates of acquisition. The Company allocates the purchase price to (i) land and buildings based on management’s internally prepared estimates and (ii) identifiable intangible assets or liabilities generally consisting of above-market and below-market leases and in-place leases, which are included in other assets or accrued expenses in the consolidated balance sheets. The Company uses estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques, including management’s analysis of comparable properties in the existing portfolio, to allocate the purchase price to acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt with a stated interest rate that is significantly different from market interest rates for similar debt instruments is recorded at its fair value based on estimated market interest rates at the date of acquisition.

The estimated fair value of above-market and below-market in-place leases for acquired properties is recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease.

The aggregate fair value of other intangible assets consisting of in-place, at market leases, is estimated based on internally developed methods to determine the respective property values. Factors considered by management in their analysis include an estimate of costs to execute similar leases and operating costs saved.

The fair value of above-market in-place leases and the fair value of other intangible assets acquired are recorded as identified intangible assets, included in other assets, and are amortized as reductions of rental revenue over the remaining term of the respective leases. The fair value of below-market in-place leases are recorded as deferred credits and are amortized as additions to rental income over the remaining terms of the respective leases. Should a tenant terminate its lease, the unamortized portion of the in-place lease value would be expensed or taken to income immediately as appropriate.

Investments in Unconsolidated Entities

The Company accounts for its investments in unconsolidated entities using the equity method of accounting, as the Company exercises significant influence over, but does not control, these entities. In assessing whether or not the Company controls an entity, it applies the criteria of FIN 46R,“Consolidation of Variable Interest Entities.”Variable interest entities within the scope of FIN 46R are required to be consolidated by their primary beneficiary. The primary beneficiary of a variable interest entity is determined to be the party that absorbs a majority of the entity’s expected losses, receives a majority of its expected returns, or both. The Company has evaluated the applicability of FIN 46R to its investments in and advances to its joint ventures and has determined that these ventures do not meet the criteria of a variable interest entity and, therefore, consolidation of these ventures is not required. The Company’s investments in unconsolidated entities are initially recorded at cost, and subsequently adjusted for equity in earnings and cash contributions and distributions.

Derivative Financial Instruments

The Company recognizes all derivative financial instruments in the consolidated financial statements at fair value. Changes in fair value of derivative financial instruments that qualify for hedge accounting are recorded in shareholders’ equity as a component of accumulated other comprehensive income or loss.

In managing interest rate exposure on certain floating rate debt, the Company at times enters into interest rate protection agreements. The Company does not utilize these arrangements for trading or speculative purposes. The differential between fixed and variable rates to be paid or received is accrued monthly, and recognized currently in the consolidated statements of income. The Company is exposed to credit loss in the event of non-performance by the counter party to the interest rate swap agreements; however, the Company does not anticipate non-performance by the counter party.

F-9

Recognition of Stock-Based Compensation Expense

On January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123 (revised 2004),“Share-Based Payments” (“SFAS 123R”). This Statement requires the Company to recognize the cost of its employee stock option awards in its consolidated statement of income based upon the grant date fair value. According to SFAS 123R, the total cost of the Company’s share-based awards is equal to their grant date fair value and is recognized on a straight-line basis over the service periods of the awards. The Company adopted the fair value recognition provisions of SFAS 123R using the modified prospective transition method. Under the modified prospective transition method, the Company began to recognize as expense the cost of unvested awards outstanding as of January 1, 2006.

Prior to January 1, 2006, the Company accounted for share-based payments under Accounting Principles Board Opinion No. 25,“Accounting for Stock Issued to Employees.”(“APB 25”). Under APB 25, compensation cost was not recognized for options granted because the exercise price of options granted was equal to the market value of the Company’s common shares on the grant date.

The following table illustrates the effect on net income and earnings per share as if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation for the year ended December 31, 2005:

Net Income, as reported	$	18,493
Add: Stock-based employee compensation included in reported net income		341
Less: Total stock-based employee compensation expense determined under fair value method for all awards		(345	)
Pro forma net income	$	18,489
Earnings per share:
Basic — as reported	$	0.70
Basic — pro forma	$	0.70
Diluted — as reported	$	0.70
Diluted — pro forma	$	0.70

2.  Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 160,“Noncontrolling Interests in Consolidated Financial Statements,” which among other things, provides guidance and establishes amended accounting and reporting standards for a parent company’s noncontrolling interest in a subsidiary. The Company is currently evaluating the impact of adopting the statement, which is effective for fiscal years beginning on or after December 15, 2008.

In December 2007, the FASB issued Statement No. 141R,“Business Combinations,” (“SFAS No. 141R”) which replaces SFAS No. 141, Business Combinations. SFAS No. 141R establishes principles and requirements for how an acquirer entity recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed (including intangibles) and any noncontrolling interests in the acquired entity. The Company is currently evaluating the impact of adopting the statement, which is effective for fiscal years beginning on or after December 15, 2008.

In February 2007, the FASB issued Statement No. 159,“The Fair Value Option for Financial Assets and Financial Liabilities.”This Statement permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The Statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. Statement No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, although early application is allowed. The

F-10

Company is currently evaluating the application of this Statement and its effect on the Company’s financial position and results of operations.

In July 2006, the FASB issued FASB Interpretation 48,“Accounting for Uncertainty in Income Taxes: An Interpretation of FASB Statement No. 109”. Interpretation 48, which clarifies Statement No. 109,“Accounting for Income Taxes,”establishes the criterion that an individual tax position has to meet for some or all of the benefits of that position to be recognized in the Company’s financial statements. The Company adopted the provisions of FASB Interpretation No. 48,“Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109”(“FIN 48”) on January 1, 2007. FIN 48 defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Adoption of FIN 48 did not have a material effect on the Company’s results of operations or financial position.

The Company had no unrecognized tax benefits as of the January 1, 2007, the adoption date, or as of December 31, 2007. The Company expects no significant increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of December 31, 2007. The Company has no interest or penalties relating to income taxes recognized in the statement of operations for the twelve months ended December 31, 2007 or in the balance sheet as of December 31, 2007. It is the Company’s accounting policy to classify interest and penalties relating to unrecognized tax benefits as interest expense and tax expense, respectively. As of December 31, 2007, returns for the calendar years 2004 through 2007 remain subject to examination by the Internal Revenue Service (“IRS”) and various state and local tax jurisdictions. As of December 31, 2007, certain returns for calendar year 2003 also remain subject to examination by various state and local tax jurisdictions.

3.  Discontinued Operations

As of December 31, 2005, nine properties were classified as Real Estate Assets Held for Sale in the Company’s consolidated balance sheet when it was determined that the assets were in markets which were no longer consistent with the long-term objectives of the Company and a formal plan to sell the properties was initiated. These properties were located in eight states and had an aggregate GLA of approximately 1.3 million square feet. The properties had an aggregate cost of $75,794 and were presented net of accumulated depreciation of $13,799 as of December 31, 2005.

On January 23, 2006, the Company sold seven of these properties held for sale for $47,000 in aggregate, resulting in a gain of approximately $914, net of minority interest. The proceeds from the sale were used to pay down the Company’s Unsecured Revolving Credit Facility. All periods presented reflect the operations of these seven properties as discontinued operations in accordance with SFAS No. 144,“Accounting for the Impairment or Disposal of Long-Lived Assets.”Total revenue for the seven properties was $542 and $5,714 for the years ended December 31, 2006 and 2005, respectively.

As of December 31, 2007 and 2006, the Company has not classified any properties as Real Estate Assets Held for Sale in its consolidated balance sheets, respectively.

4.  Accounts Receivable, Net

Accounts receivable includes $16,610 and $14,687 of unbilled straight-line rent receivables at December 31, 2007 and 2006.

Accounts receivable at December 31, 2007 and 2006 includes $2,221 and $2,886, respectively, due from Atlantic Realty Trust (“Atlantic”) for reimbursement of tax deficiencies and interest related to the Internal Revenue Service (“IRS”) examination of the Company’s taxable years ended December 31, 1991 through 1995. Under terms of the tax agreement the Company entered into with Atlantic (“Tax Agreement”), Atlantic assumed all of the Company’s liability for tax and interest arising out of that IRS examination. Effective March 31, 2006, Atlantic was merged into (acquired by) Kimco SI 1339, Inc. (formerly known as SI 1339, Inc.), a wholly owned subsidiary of Kimco Realty Corporation (“Kimco”), with Kimco SI 1339, Inc. continuing as the surviving corporation. By way of

F-11

the merger, Kimco SI 1339, Inc. acquired Atlantic’s assets, subject to its liabilities, including its obligations to the Company under the Tax Agreement. See Note 21.

5.  Investment in Real Estate, Net

Investment in real estate, net at December 31 consists of the following:

	2007			2006
Land	$	136,566		$	132,327
Buildings and improvements		883,067			905,669
Construction in progress		25,739			10,606
		1,045,372			1,048,602
Less: accumulated depreciation		(168,962	)		(150,627	)
Investment in real estate, net	$	876,410		$	897,975

6.  Property Acquisitions and Dispositions

Acquisitions:

During 2007, the Company acquired the remaining 80% interest in Ramco Jacksonville LLC an entity that was formed to develop a shopping center in Jacksonville, Florida. The Company acquired three properties during 2006 at an aggregate cost of $20,479 and one property during 2005 at an aggregate cost of $22,400. The Company allocated the purchase price of acquired property between land, building and other identifiable intangible assets and liabilities, such as amounts related to in-place leases and acquired below-market leases.

At December 31, 2006 and 2005, $5,776 and $7,228, respectively, of intangible assets, net of accumulated amortization of $3,735 and $2,765, respectively, are included in other assets, in the consolidated balance sheets. Of this amount, approximately $3,669 and $4,788, respectively, was attributable to in-place leases, principally lease origination costs, such as legal fees and leasing commissions, and $2,107 and $2,440, respectively, was attributable to above-market leases. Included in accrued expenses are intangible liabilities related to below-market leases of $1,761 and $2,238, respectively, and an adjustment to increase debt to fair market value in the amount of $727 and $1,699. The lease-related intangible assets and liabilities are being amortized over the terms of the acquired leases, which resulted in additional net rental revenue of $123 and $164 for the years ended December 31, 2006 and 2005, respectively. The fair market value adjustment of debt decreased interest expense by $267 and $274, respectively, for the years ended December 31, 2006 and 2005. Due to existing contacts and relationships with tenants at the Company’s currently owned properties, no value has been ascribed to tenant relationships at the acquired properties.

			Purchase
Acquisition Date	Property Name	Property Location	Price
2007:
	None		$	—
2006:
April	Paulding Pavilion**	Hiram, GA	$	8,379
August	Collins Pointe Plaza*	Cartersville, GA		6,250
November	Aquia Towne Center II	Stafford, VA		5,850
Total			$	20,479
2005:
December	Kissimmee West***	Kissimmee, FL	$	22,400
			$	42,879

F-12

*	The Operating Partnership acquired Collins Pointe Plaza in August 2006. Subsequent to the acquisition, the Operating Partnership sold Collins Pointe Plaza to a joint venture in which the Operating Partnership holds a 20% ownership percentage.
**	The Operating Partnership acquired Paulding Pavilion in April 2006. Subsequent to the acquisition, the Operating Partnership sold Paulding Pavilion to a joint venture in which the Operating Partnership holds a 20% ownership percentage.

*** The Operating Partnership acquired Kissimmee West in December 2005. Subsequent to the acquisition, the Operating Partnership sold Kissimmee West to a joint venture in which the Operating Partnership holds a 7% ownership percentage.

Dispositions:

In March 2007, the Company sold its ownership interest in Chester Springs Shopping Center to a joint venture in which it has a 20% ownership interest. The joint venture assumed debt of $23,841 in connection with the sale of this center and the Company recognized a gain of $21,801, net of taxes on the sale of this center, which represents the gain attributable to the joint venture partner’s 80% ownership interest.

In June 2007, the Company also sold its ownership interest in Kissimmee West and Shoppes of Lakeland to a joint venture in which it has a 7% ownership interest. The Company recognized a gain of $8,104 net of taxes, on the sale of these centers which represents the gain attributable to the joint venture partner’s 93% ownership interest.

In July 2007, the Company sold its ownership interest in Paulding Pavilion to a joint venture in which it has a 20% ownership interest. The joint venture assumed debt of $4,675 in connection with the sale of this center and the Company recognized a gain of $207, net of taxes on the sale of this center, which represents the gain attributable to the joint venture partner’s 80% ownership interest.

In December 2007, the Company sold its ownership interest in Mission Bay Plaza to a joint venture in which it has a 20% ownership interest. The joint venture assumed debt of $40,500 in connection with the sale of this center. The joint venture’s initial investment was not sufficient to allow the Company to recognize the gain attributable to the joint venture partner’s 80% ownership interest, therefore, $11,700 of the gain has been deferred. The proceeds were received in January 2008.

During 2007, the Company sold various parcels of land adjacent to its River City Marketplace shopping center to third parties. These land sales resulted in a total net gain of $2,774. In addition, the Company sold other real estate during 2007 for a loss of $243.

In January 2006, the Company sold seven shopping centers held for sale for $47,000 in aggregate, resulting in a gain of approximately $914, net of minority interest. See Note 3.

During 2006, the Company sold its ownership interests in Collins Pointe Plaza, Crofton Centre, and Merchants Square to two separate joint ventures in which it has a 20% ownership interest. In connection with the sale of these centers to the joint ventures, the Company recognized a gain of $19,162, on the sale of these centers which represents the gain attributable to the joint venture partner’s 80% ownership interest.

During 2006, the Company sold the remaining land at its Whitelake Marketplace shopping center, as well as land and building to an existing tenant at its Lakeshore Marketplace shopping center. In addition, throughout 2006 the Company sold land adjacent to its River City Marketplace shopping center to third parties. These sales resulted in a total net gain of $4,226.

In July 2005, the Company sold land to an existing tenant at its Auburn Mile shopping center, land and building to an existing tenant at its Crossroads shopping center, and land adjacent to its River City Marketplace shopping center to third parties. These sales resulted in a total net gain of $1,053.

F-13

7.  Investments in and Advances to Unconsolidated Entities

As of December 31, 2007, the Company had investments in the following unconsolidated entities:

	Ownership as of
	December 31,
Unconsolidated Entities	2007
S-12 Associates		50	%
Ramco/West Acres LLC		40	%
Ramco/Shenandoah LLC		40	%
Ramco/Lion Venture LP		30	%
Ramco 450 LLC		20	%
Ramco 191 LLC		20	%
Ramco Highland Disposition LLC		20	%
Ramco HHF KL LLC		7	%
Ramco HHF NP LLC		7	%
Ramco Jacksonville North Industrial LLC		5	%

In 2007, we formed Ramco Highland Disposition LLC to develop a traditional shopping center in Hartland, Michigan. We own 20% of the joint venture and our joint venture partner owns 80%.

In 2007, we formed Ramco HHF KL LLC, a joint venture with a discretionary fund managed by Heitman LLC that invests in core assets. We own 7% of the joint venture and our joint venture partner owns 93%. In June 2007, we sold Shoppes of Lakeland in Lakeland, Florida and Kissimmee West in Kissimmee, Florida to the joint venture. The Company recognized 93% of the gain on the sale of these two centers to the joint venture, representing the gain attributable to the joint venture partner’s 93% ownership interest. The remaining 7% of the gain on the sale of these two centers has been deferred and recorded as a reduction in the carrying amount of the Company’s equity investments in and advances to unconsolidated entities.

In 2007, we formed Ramco HHF NP LLC, a joint venture with a discretionary fund managed by Heitman LLC that invests in core assets. We own 7% of the joint venture and our joint venture partner owns 93%. In August 2007, the joint venture acquired Nora Plaza located in Indianapolis, Indiana from a third party.

In 2007, we formed Ramco Jacksonville North Industrial LLC, a joint venture formed to develop land adjacent to our River City Marketplace shopping center. We own 5% of the joint venture and our joint venture partner owns 95%.

In 2006, the Company formed Ramco 450 LLC, a joint venture with an investor advised by Heitman LLC. The joint venture will acquire up to $450 million of core and core-plus community shopping centers located in the Midwestern and Mid-Atlantic United States. The Company owns 20% of the equity in the joint venture and its joint venture partner owns 80%. The leverage on the acquired assets is expected to be 65%. In December 2006, the Company sold its Merchants Square shopping center in Carmel, Indiana and its Crofton Centre shopping center in Crofton, Maryland to the joint venture. The Company recognized 80% of the gain on the sale of these two centers to the joint venture, representing the gain attributable to the joint venture partner’s 80% ownership interest. The remaining 20% of the gain on the sale of these two centers has been deferred and recorded as a reduction in the carrying amount of the Company’s equity investments in and advances to unconsolidated entities. The Company sold its Chester Springs shopping center to the joint venture in 2007, and the joint venture has 12 months to acquire the balance of the joint venture commitment.

F-14

The joint venture acquired the following shopping centers:

			Purchase		Debt
Acquisition Date	Property Name	Property Location	Price		Assumed
2007
February	Peachtree Hill	Duluth, GA	$	54,100	$	—
March	Chester Springs *	Chester, NJ	$	24,100		23,800
October	Shops on Lane Avenue	Upper Arlington, OH		45,200		—
October	Upper Arlington 450 LLC	Upper Arlington, OH		800		—
December	Olentangy Plaza	Columbus, OH		33,000		—
December	Market Plaza	Glen Ellyn, IL		36,000		—
			$	193,200	$	23,800
2006
December	Crofton Centre*	Crofton, MD	$	25,000	$	—
December	Merchants’ Square*	Carmel, IN		45,900		21,500
			$	70,900	$	21,500

* Acquired from the Company

In 2006, the Company also formed Ramco 191 LLC, a joint venture with Heitman Value Partners Investments LLC to acquire $75 million of neighborhood, community or power shopping centers with significant value-added opportunities in infill locations in metropolitan trade areas. The Company owns 20% of the joint venture and its joint venture partner owns 80%. During 2007, the Company sold Paulding Pavilion to the joint venture. The Company recognized 80% of the gain on the sale of this center to the joint venture, representing the gain attributable to the joint venture partner’s 80% ownership interest. The remaining 20% of the gain on the sale of this center has been deferred and recorded as a reduction in the carrying amount of the Company’s equity investments in and advances to unconsolidated entities. During 2006, the Company sold Collins Pointe Plaza to the joint venture. The Company recognized 80% of the gain on the sale of this center to the joint venture, representing the gain attributable to the joint venture partner’s 80% ownership interest. The remaining 20% of the gain on the sale of this center has been deferred and recorded as a reduction in the carrying amount of the Company’s equity investments in and advances to unconsolidated entities.

The joint venture acquired the following shopping centers:

		Property	Purchase		Debt
Acquisition Date	Property Name	Location	Price		Assumed
July 2007	Paulding Pavilion*	Hiram, GA	$	8,400	$	4,675
December 2006	Collins Pointe*	Carterville, GA		6,300		—
			$	14,700	$	4,675

* Acquired from the Company

In December 2004, the Company formed Ramco/Lion Venture LP (the “Venture”) with affiliates of Clarion Lion Properties Fund (“Clarion”), a private equity real estate fund sponsored by ING Clarion Partners. The Company owns 30% of the equity in the Venture and Clarion owns 70%.

F-15

The Venture acquired the following shopping centers:

		Property	Purchase		Debt
Acquisition Date	Property Name	Location	Price		Assumed
2007
January	Cocoa Commons	Cocoa, FL	$	13,500	$	—
March	Cypress Point	Clearwater, FL		24,500		14,500
August	Old Orchard Center	West Bloomfield, MI		13,500		—
December	Mission Bay Plaza*	Boca Raton, FL		73,500		40,500
			$	125,000	$	55,000
2006
December	Troy Home Expo	Troy, MI	$	13,350	$	—
2005
January	Oriole Plaza	Delray Beach, FL	$	23,200	$	12,334
February	Martin Square	Stuart, FL		23,200		14,364
February	West Broward Shopping Center	Plantation, FL		15,800		10,201
February	Marketplace of Delray	Delray Beach, FL		28,100		17,482
March	Winchester Square	Rochester, MI		53,000		31,189
March	Hunter’s Square	Farmington Hills, MI		75,000		40,450
May	Millennium Park	Livonia, MI		53,100		—
December	Troy Marketplace	Troy, MI		36,500		—
		Chesterfield
December	Gratiot Crossing	Township, MI		22,500		—
			$	330,400	$	126,020

* Acquired from the Company

The Company’s unconsolidated entities had the following debt outstanding at December 31, 2007:

	Balance		Interest
Unconsolidated Entities	outstanding		Rate	Maturity Date
S-12 Associates	$	995	6.5%	May 2016(1)
Ramco/West Acres LLC		8,819	8.1%	April 2030(2)
Ramco/Shenandoah LLC		12,211	7.3%	February 2012
Ramco Lion Venture LP		271,341		Various(3)
Ramco 450 LLC		163,236		Various(4)
Ramco 191 LLC		4,675	6.8%	June 2010
Ramco Highland Disposition LLC		10,497	6.4%	February 2008
Ramco Jacksonville North
Industrial LLC		628	7.1%	September 2008
	$	472,402

(1)	Interest rate resets per formula annually.
(2)	Under terms of the note, the anticipated payment date is April 2010.
(3)	Interest rates range from 4.6% to 8.3%, with maturities ranging from April 2008 to June 2020.
(4)	Interest rates range from 5.5% to 6.7% with maturities ranging from February 2009 to January 2018.

F-16

Transactions with Joint Ventures

Under the terms of agreements with joint ventures, Ramco is the manager of the joint ventures and their properties, earning fees for acquisitions, development, management, leasing, and financing. The fees earned by Ramco, which are reported in the Company’s consolidated statements of income and comprehensive income as fees and management income, are summarized as follows:

	2007		2006		2005
Acquisition fee income	$	2,868	$	2,338	$	2,255
Financing fee income		989		66		—
Management fee income		1,944		1,182		907
Leasing fee income		585		1,279		827
Total	$	6,386	$	4,865	$	3,989

Combined Condensed Financial Information

Combined condensed financial information of the Company’s unconsolidated entities is summarized as follows:

	2007		2006		2005
ASSETS
Investment in real estate, net	$	921,107	$	576,428	$	437,763
Other assets		64,805		19,214		27,042
Total Assets	$	985,912	$	595,642	$	464,805
LIABILITIES
Mortgage notes payable	$	472,402	$	343,094	$	265,067
Other liabilities		47,615		23,143		26,260
Owners’ equity		465,895		229,405		173,478
Total Liabilities and Owners’ Equity	$	985,912	$	595,642	$	464,805
Company’s equity investments in and advances to unconsolidated entities	$	117,987	$	75,824	$	53,398
TOTAL REVENUES	$	70,445	$	51,379	$	36,124
TOTAL EXPENSES		61,697		41,370		29,381
NET INCOME	$	8,748	$	10,009	$	6,743
COMPANY’S SHARE OF EARNINGS FROM UNCONSOLIDATED ENTITIES	$	2,496	$	3,002	$	2,400

8.  Acquisition of Properties Formerly Owned by Joint Ventures

In March 2005, the Company formed Ramco Jacksonville, LLC (“Jacksonville”) to develop a shopping center in Jacksonville, Florida. The Company invested $929 for a 20% interest in Jacksonville and an unrelated party contributed capital of $3,715 for an 80% interest. The Company also transferred land and certain improvements to the joint venture in the amount of $7,994 and $1,072 of cash for a note receivable from the joint venture in the aggregate amount of $9,066. The note receivable was paid by Jacksonville in 2005. On June 30, 2005, Jacksonville obtained a construction loan and mezzanine financing from a financial institution, in the amount of $58,772.

In April 2007, the Company acquired the remaining 80% interest in Jacksonville for $5,100 in cash and the assumption of a $75,000 mortgage note payable due April 2017. The Company has consolidated Jacksonville in its results of operations since the date of the acquisition.

F-17

In March 2004, the Company formed Beacon Square Development LLC (“Beacon Square”) and invested $50 for a 10% interest in Beacon Square and an unrelated party contributed capital of $450 for a 90% interest. The Company also transferred land and certain improvements to the joint venture for an amount equal to its cost and received a note receivable from the joint venture in the same amount, which was subsequently repaid.

In July 2006, the Company acquired the remaining 90% ownership interest in Beacon Square for $590 in cash and the assumption of the variable rate construction loan and the mezzanine fixed rate debt. The total debt assumed in connection with the acquisition of the remaining ownership interest was $7,521. The Company has consolidated Beacon Square in its results of operations since the date of the acquisition.

In June 2004, the Company formed Ramco Gaines LLC (“Gaines”) and invested $50 for a 10% interest in Gaines, and an unrelated party contributed $450 for a 90% interest. The Company also transferred land and certain improvements to the joint venture for an amount equal to its cost and received a note receivable from the joint venture in the same amount, which was subsequently repaid. Prior to September 30, 2004, the Company had substantial continuing involvement in and control of the property, and accordingly, the Company consolidated Gaines in its June 30, 2004 financial statements. In September 2004, due to changes in the joint venture agreement and financing arrangements, the Company did not have substantial continuing involvement and accordingly accounted for the investment on the equity method. This entity developed a shopping center located in Gaines Township, Michigan.

On November 10, 2005, the Company acquired the remaining 90.0% interest in Gaines for (1) $568 in cash (2) assumption of $7,942 capitalized lease (3) and the assumption of the variable rate construction loan and the mezzanine fixed rate debt increasing its ownership interest in this entity to 100%. The share of net income for the period January 1, 2005 through November 10, 2005 which relates to the Company’s 10% interest is included in earnings from unconsolidated entities in the consolidated statements of income and comprehensive income. The additional investment in Gaines resulted in this entity being consolidated as of November 11, 2005.

Under the terms of an agreement with Gaines, the Company was responsible for the predevelopment, construction, leasing and management of the project, for which it earned predevelopment fees of $506 during 2005 and management fees of $87 during 2005, which were reported in fees and management income for such periods.

The acquisitions of the additional interests in these above-mentioned shopping centers were accounted for using the purchase method of accounting and the results of operations have been included in the consolidated financial statements since the date of acquisitions. The excess of the fair value over the net book basis of the interest in the above-mentioned shopping centers have been allocated to land, buildings and, as applicable, identifiable intangibles. No goodwill was recorded as a result of these acquisitions.

Prior to acquiring these additional interests in the above mentioned shopping centers, the Company accounted for the shopping centers using the equity method of accounting.

F-18

9.  Other Assets, Net

Other assets at December 31 are as follows:

	2007			2006
Leasing costs	$	35,646		$	30,644
Intangible assets		6,673			9,592
Deferred financing costs		5,818			6,872
Other		5,400			5,813
		53,537			52,921
Less: accumulated amortization		(29,956	)		(27,834	)
		23,581			25,087
Prepaid expenses and other		12,079			11,819
Proposed development and acquisition costs		1,901			1,151
Other assets, net	$	37,561		$	38,057

Intangible assets at December 31, 2007 include $5,330 of lease origination costs and $1,262 of favorable leases related to the allocation of the purchase prices for acquisitions made since 2002. These assets are being amortized over the lives of the applicable leases. The average amortization period for intangible assets attributable to lease origination costs and favorable leases is 7.4 years and 7.3 years, respectively.

The Company recorded amortization of deferred financing costs of $1,166, $1,129, and $2,286, respectively, during the years ended December 31, 2007, 2006, and 2005. This amortization has been recorded as interest expense in the Company’s consolidated statements of income.

The following table represents estimated aggregate amortization expense related to other assets as of December 31, 2007:

Year Ending December 31,
2008	$	5,584
2009		4,347
2010		3,513
2011		2,718
2012		1,951
Thereafter		5,468
Total	$	23,581

F-19

10.  Mortgages and Notes Payable

Mortgages and notes payable at December 31 consist of the following:

	2007		2006
Fixed rate mortgages with interest rates ranging from 4.8% to 8.1%, due at various dates through 2018	$	395,140	$	419,824
Floating rate mortgages with interest rates ranging from 6.7% to 7.0%, due at various dates through 2009		16,336		15,718
Secured Term Loan, with an interest rate at LIBOR plus 150 basis points, due December 2008. The effective rate at December 31, 2007 was 6.7%		40,000		—
Junior subordinated notes, unsecured, due January 2038, with an interest rate fixed until January 2013 when the notes are redeemable or the interest becomes LIBOR plus 330 basis points. The effective rate at LIBOR plus 330 basis points. The effective rate at December 31, 2007 was 7.9%		28,125		—
Unsecured Term Loan Credit Facility, with an interest rate at LIBOR plus 130 to 165 basis points, due December 2010, maximum borrowings$100,000. The effective rate at December 31, 2007 and December 31, 2006 was 6.4% and 6.5%, respectively		100,000		100,000
Unsecured Revolving Credit Facility, with an interest rate at LIBOR plus 115 to 150 basis points, due December 2008, maximum borrowings$150,000. The effective rate at December 31, 2007 and December 31, 2006 was 6.4% and 6.7%, respectively		111,200		103,550
Unsecured Bridge Term Loan, with an interest rate at LIBOR plus 135 basis points, paid in full in June 2007, effective rate of 6.7% at December 31, 2006		—		22,600
Unsecured Subordinated Term Loan , with an interest rate at LIBOR plus 225 basis points, paid in full in March 2007, effective rate of 7.6% at December 31, 2006		—		9,892
Secured Term Loan, with an interest rate at LIBOR plus 115 to 150 basis points, paid in full in December 2007, effective rate of 6.7% at December 31, 2006		—		4,641
	$	690,801	$	676,225

The mortgage notes are secured by mortgages on properties that have an approximate net book value of $483,225 as of December 31, 2007.

In March 2007, Ramco Jacksonville closed on a permanent mortgage loan with a third party lender. The total mortgage loan commitment was $110,000, of which $75,000 was funded as of March 31, 2007. An additional advance of $35,000 occurred on April 25, 2007, after the acquisition of the remaining 80% interest in the joint venture from the Company’s joint venture partner. The mortgage loan is an interest only loan for ten years with an interest rate of 5.4% and matures on April 1, 2017 and is included in fixed rate mortgages.

In November 2007, the Company completed the issuance and sale of $28,125 junior subordinated notes maturing in January 2038. The notes are interest only at a fixed rate of 7.9% through January 2013 at which time the notes are redeemable or the rate converts to a floating interest rate of LIBOR plus 330 basis points. The notes were issued in conjunction with the redemption of the Company’s series B cumulative redeemable preferred shares.

In December 2007, the Company closed on a $40,000 secured term loan maturing in December 2008 to replace a previous loan that matured in December 2007. The loan carries a floating interest rate at LIBOR plus 150 basis points and can be extended until March 2009.

The Company has a $250,000 unsecured credit facility (the “Credit Facility”) consisting of a $100,000 unsecured term loan credit facility and a $150,000 unsecured revolving credit facility. The Credit Facility provides that the unsecured revolving credit facility may be increased by up to $100,000 at the Company’s request, for a total unsecured revolving credit facility commitment of $250,000. The unsecured term loan credit facility matures in December 2010 and bears interest at a rate equal to LIBOR plus 130 to 165 basis points, depending on certain debt ratios. The unsecured revolving credit facility matures in December 2008 and bears interest at a rate equal to

F-20

LIBOR plus 115 to 150 basis points, depending on certain debt ratios. The Company has the option to extend the maturity date of the unsecured revolving credit facility to December 2010. It is anticipated that funds borrowed under the unsecured revolving credit facility will be used for general corporate purposes, including working capital, capital expenditures, the repayment of indebtedness or other corporate activities.

At December 31, 2007, outstanding letters of credit issued under the Credit Facility, not reflected in the consolidated balance sheet, total approximately $1,776. At December 31, 2007, the Company also had other outstanding letters of credit, not reflected in the consolidated balance sheet, of approximately $9,749, related to the completion of the River City Marketplace development.

The Credit Facility and the secured term loan contain financial covenants relating to total leverage, fixed charge coverage, loan to asset value, tangible net worth and various other calculations. As of December 31, 2007, the Company was in compliance with the covenant terms.

The mortgage loans encumbering the Company’s properties, including properties held by its unconsolidated joint ventures, are generally non-recourse, subject to certain exceptions for which the Company would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan but generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. In addition, upon the occurrence of certain of such events, such as fraud or filing of a bankruptcy petition by the borrower, the Company would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, penalties and expenses.

We have entered into mortgage loans which are secured by multiple properties and contain cross-collateralization and cross-default provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that we default under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.

Under terms of various debt agreements, the Company may be required to maintain interest rate swap agreements to reduce the impact of changes in interest rates on its floating rate debt. The Company has interest rate swap agreements with an aggregate notional amount of $80,000 at December 31, 2007. Based on rates in effect at December 31, 2007, the agreements provide for fixed rates ranging from 6.2% to 6.6% and expire December 2008 through March 2009.

The following table presents scheduled principal payments on mortgages and notes payable as of December 31, 2007:

Year Ending December 31,
2008	$	207,521
2009		35,241
2010		119,723
2011		27,932
2012		34,011
Thereafter		266,373
Total	$	690,801

With respect to the various fixed rate mortgages, floating rate mortgages, the Secured Term Loan, and the Unsecured Revolving Credit Facility due in 2008, it is the Company’s intent to refinance these mortgages and notes payable.

11.  Interest Rate Swap Agreements

As of December 31, 2007, the Company has $80,000 of interest rate swap agreements in effect. Under the terms of certain debt agreements, the Company is required to maintain interest rate swap agreements in an amount necessary to ensure that the Company’s variable rate debt does not exceed 25% of its assets, as computed under the agreements, to reduce the impact of changes in interest rates on its variable rate debt. Based on rates in effect at

F-21

December 31, 2007, the agreements for notional amounts aggregating $80,000 provide for fixed rates ranging from 6.2% to 6.6% on a portion of the Company’s unsecured credit facility and expire in December 2008 through March 2009.

On the date the Company enters into an interest rate swap, we designate the derivative as a hedge against the variability of cash flows that are to be paid in connection with a recognized liability. Subsequent changes in the fair value of a derivative designated as a cash flow hedge that is determined to be highly effective are recorded in other comprehensive income (“OCI”) until earnings are affected by the variability of cash flows of the hedged transaction. The differential between fixed and variable rates to be paid or received is accrued, as interest rates change, and recognized currently as interest expense in the consolidated statement of income.

The following table summarizes the notional values and fair values of the Company’s derivative financial instruments as of December 31, 2007:

	Hedge		Notional		Fixed	Fair			Expiration
Underlying Debt	Type		Value		Rate	Value			Date
Credit Facility		Cash Flow	$	10,000	4.8%	$	(76	)		12/2008
Credit Facility		Cash Flow		10,000	4.8%		(76	)		12/2008
Credit Facility		Cash Flow		10,000	4.7%		(61	)		01/2009
Credit Facility		Cash Flow		10,000	4.7%		(61	)		01/2009
Credit Facility		Cash Flow		20,000	5.0%		(257	)		03/2009
Credit Facility		Cash Flow		20,000	5.1%		(313	)		03/2009
			$	80,000		$	(845	)

The change in fair market value of the interest rate swap agreements resulted in other comprehensive loss of $1,092 and $264 for the years ended December 31, 2007 and 2005, respectively, and resulted in other comprehensive income of $291 for the year ended December 31, 2006. See Note 23.

12.  Financial Instruments

The carrying values of cash and cash equivalents, restricted cash, receivables and accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short maturity of these financial instruments. As of December 31, 2007 and 2006, the carrying amounts of the Company’s borrowings under variable rate debt approximated fair value. Interest rate swaps are recorded at their fair value based on quoted market values.

The Company estimated the fair value of fixed rate mortgages using a discounted cash flow analysis, based on its incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity. The following table summarizes the fair value and net book value of properties with fixed rate debt as of December 31:

	2007		2006
Fair value of debt	$	494,843	$	506,361
Net book value	$	418,812	$	512,017

Considerable judgment is required to develop estimated fair values of financial instruments. Although the fair value of the Company’s fixed rate debt is greater than the carrying amount, settlement at the reported fair value may not be possible or may not be a prudent management decision. The estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments.

F-22

13.  Leases

Revenues

Approximate future minimum revenues from rentals under noncancelable operating leases in effect at December 31, 2007, assuming no new or renegotiated leases or option extensions on lease agreements are as follows:

Year Ending December 31,
2008	$	93,688
2009		82,723
2010		74,226
2011		65,055
2012		54,368
Thereafter		253,728
Total	$	623,788

Expenses

The Company has an operating lease for its corporate office space for a term expiring in 2014. The Company also has operating leases for office space in Florida and land at one of its shopping centers. In addition, the Company has a capitalized ground lease. Total amounts expensed relating to these leases were $815, $829 and $722 for the years ended December 31, 2007, 2006 and 2005, respectively.

Approximate future minimum rental expense under the Company’s noncancelable operating leases, assuming no option extensions, and the capitalized ground lease at one of its shopping centers, is as follows:

	Operating		Capital
Year Ending December 31:	Leases		Lease
2008	$	853	$	677
2009		896		677
2010		909		677
2011		916		677
2012		938		677
Thereafter		2,477		6,633
Total minimum lease payments		6,989		10,018
Less: amounts representing interest		—		(2,575	)
Total	$	6,989	$	7,443

F-23

14.   Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share (“EPS”) (in thousands, except per share data):

	2007			2006			2005
Numerator:
Income from continuing operations before minority interest	$	45,985		$	40,558		$	18,295
Minority interest		(7,310	)		(6,241	)		(2,833	)
Preferred shares dividends		(3,146	)		(6,655	)		(6,655	)
Loss on redemption of preferred shares		(1,269	)		—			—
Income from continuing operations available to common
shareholders		34,260			27,662			8,807
Discontinued operations, net of minority interest:
Gain on sale of property		—			914			—
Income from operations		—			393			3,031
Net income available to common shareholders— basic(1)		34,260			28,969			11,838
Add Series C Preferred Share dividends		1,081			—			—
Net income available to common shareholders— diluted	$	35,341		$	28,969		$	11,838
Denominator:
Weighted-average common shares for basic EPS		17,851			16,665			16,837
Effect of dilutive securities:
Preferred Shares		624			—			—
Options outstanding		54			51			43
Weighted-average common shares for diluted EPS		18,529			16,716			16,880
Basic EPS:
Income from continuing operations	$	1.92		$	1.66		$	0.52
Income from discontinued operations		—			0.08			0.18
Net income	$	1.92		$	1.74		$	0.70
Diluted EPS:
Income from continuing operations	$	1.91		$	1.65		$	0.52
Income from discontinued operations		—			0.08			0.18
Net income	$	1.91		$	1.73		$	0.70

(1) During 2007, the Company’s Series C Preferred Shares were dilutive and therefore the Series C Preferred Shares were included in the calculation of diluted EPS. However, 2006 and 2005, the Series C Preferred Shares were antidilutive and therefore not included in the calculation of diluted EPS.

15.   Shareholders’ Equity

On April 2, 2007, the Company announced that it would redeem all of its outstanding 7.95% Series C Cumulative Convertible Preferred Shares of Beneficial Interest on June 1, 2007. As of June 1, 2007, 1,856,846 Series C Preferred Shares, or approximately 98% of the total outstanding as of the April 2007 redemption notice, had been converted into common shares of beneficial interest on aone-for-one basis. The remaining 31,154 Series C Cumulative Convertible Preferred Shares were redeemed on June 1, 2007, at the redemption price of $28.50 resulting in a charge to equity of $35, plus accrued and unpaid dividends.

On October 8, 2007, the Company announced that it would redeem all of its outstanding 9.5% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest on November 12, 2007. The shares were redeemed

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at a redemption price of $25.00 per share, resulting in a charge to equity of approximately $1,234, plus accrued and unpaid dividends to the redemption date without interest.

The Company has a dividend reinvestment plan that allows for participating shareholders to have their dividend distributions automatically invested in additional shares of beneficial interest based on the average price of the shares acquired for the distribution.

16.   Stock Compensation Plans

Incentive Plan and Stock Option Plans

2003 Long-Term Incentive Plan

In June 2003, the Company’s shareholders approved the 2003 Long-Term Incentive Plan (the “LTIP”) to allow the Company to grant employees the following: incentive or non-qualified stock options to purchase common shares of the Company, stock appreciation rights, restricted shares, awards of performance shares and performance units issuable in the future upon satisfaction of certain conditions and rights, such as financial performance based targets and market based metrics, as well as other stock-based awards as determined by the Compensation Committee of the Board of Trustees. The effective date of the Plan was March 5, 2003. Under terms of the Plan, awards may be granted with respect to an aggregate of not more than 700,000 shares, provided that no more than 300,000 shares may be issued in the form of incentive stock options. Options may be granted at per share prices not less than fair market value at the date of grant, and in the case of incentive options, must be exercisable within ten years thereof. Options granted under the Plan generally become exercisable one year after the date of grant as to one-third of the optioned shares, with the remaining options being exercisable over the following two-year period.

1996 Share Option Plan

Effective March 5, 2003, this plan was terminated, except with respect to awards outstanding. This plan allowed for the grant of stock options to executive officers and employees of the Company. Shares subject to outstanding awards under the 1996 Share Option Plan are not available for re-grant if the awards are forfeited or cancelled.

Option Deferral

In December 2003, the Company amended the plan to allow vested options to be exercised by tendering mature shares with a market value equal to the exercise price of the options. In December 2004, seven executives executed an option deferral election with regards to approximately 395,000 options at an average exercise price of $15.51 per option. In November 2006, one executive executed an option deferral election with regards to 25,000 options at an average exercise price of $16.38 per option. These elections allowed the employees to defer the receipt of the net shares they would receive at exercise. The deferred gain will remain in a deferred compensation account for the benefit of the employees for a period of five years, with up to two additional 24 month deferral periods.

The seven executives that executed an option deferral election in 2004 exercised 395,000 options by tendering approximately 190,000 mature shares and deferring receipt of approximately 205,000 shares under the option deferral election. The one executive that executed an option deferral election in 2006 exercised 25,000 options by tendering approximately 11,000 mature shares and deferring receipt of approximately 14,000 shares. As the Company declares dividend distributions on its common shares, the deferred options will receive their proportionate share of the distribution in the form of dividend equivalent cash payments that will be accounted for as compensation to the employees.

Ramco-Gershenson 2003 Non-Employee Trustee Stock Option Plan

During 2003, the Company adopted the 2003 Non-Employee Trustee Stock Option Plan (the “Trustees’ Plan”) which permits the Company to grant non-qualified options to purchase up to 100,000 common shares of beneficial interest in the Company at the fair market value at the date of grant. Each Non-Employee Trustee will be granted an option to purchase 2,000 shares annually on the Company’s annual meeting date. Stock options granted to

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participants vest and become exercisable in installments on each of the first two anniversaries of the date of grant and expire ten years after the date of grant.

1997 Non-Employee Trustee Stock Option Plan

This plan was terminated on March 5, 2003, except with respect to awards outstanding. Shares subject to outstanding awards under the 1997 Non-Employee Trustee Stock Option Plan are not available for re-grant if the awards are forfeited or cancelled.

Stock-Based Compensation

Effective January 1, 2006, the Company adopted SFAS 123R using the modified prospective transition method. In accordance with the modified prospective transition method, the Company’s consolidated financial statements for prior periods have not been restated to reflect the impact of SFAS 123R. Prior to the adoption of SFAS 123R, the Company did not recognize compensation cost for stock options when the option exercise price equaled the market value on the date of the grant. See Note 1 for disclosure of pro-forma information regarding net income and earnings per share for 2005. Prior to the adoption of FAS 123R, the Company recognized the estimated compensation cost of restricted stock awards over the vesting term.

During the years ended December 31, 2007 and 2006, the Company accounted for the compensation costs related to grants under the stock option plans in accordance with FSAS 123R. The Company recognized the stock-based compensation expense of $660, $461, and $341 for 2007, 2006 and 2005, respectively. The total fair value of shares vested during the years ended December 31, 2007, 2006 and 2005 was $186, $93 and $34 respectively. The fair values of each option granted used in determining the stock-based compensation expense is estimated on the date of grant using the Black-Scholes option- pricing model. This model incorporates certain assumptions for inputs including risk-free rates, expected dividend yield of the underlying common stock, expected option life and expected volatility. The Company used the following assumptions for options issued in the following periods:

	2007			2006			2005
Weighted average fair value of grants	$	4.46		$	3.41		$	2.53
Risk-free interest rate		4.5	%		4.6	%		4.1	%
Dividend yield		5.5	%		5.9	%		6.8	%
Expected life (in years)		5			5			5
Expected volatility		21.6	%		20.7	%		20.6	%

The options are part of LTIP and are granted annually based on attaining certain company performance criteria. Shares available for future grants under the plan totaled 374,353 at December 31, 2007. We recognized ($134), 545 and $179 of expense (income) related to restricted stock grants during the years ended December 31, 2007, 2006 and 2005, respectively.

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The following table reflects the stock option activity for all plans described above:

				Weighted
				Average		Aggregate
	Number of			Exercise		Intrinsic
	Shares			Price		Value
						(In thousands)
Outstanding at January 1, 2005		160,371		$	20.28
Granted		86,850			27.31
Cancelled, expired or forfeited		(23,855	)		16.25
Exercised		(18,000	)		26.89	$	211
Balance at December 31, 2005		205,366		$	22.84
Granted		88,842			28.74
Cancelled, expired or forfeited		(8,027	)		27.83
Exercised		(38,877	)		18.23	$	677
Balance at December 31, 2006		247,304		$	25.53
Granted		116,585			34.53
Cancelled, expired or forfeited		(8,708	)		31.39
Exercised		(10,744	)		24.99	$	133
Balance at December 31, 2007		344,437		$	28.45
Options exercisable at December 31:
2005		105,912		$	18.62	$	106
2006		105,982		$	21.96	$	1,715
2007		159,221		$	24.20	$	—
Weighted-average fair value of
options granted during the year:
2005	$	2.53
2006	$	3.41
2007	$	4.46

The following tables summarize information about options outstanding at December 31, 2007:

	Options Outstanding
			Weighted-Average				Options Exercisable
			Remaining		Weighted-Average				Weighted-Average
Range of Exercise Price	Outstanding		Contractual Life		Exercise Price		Exercisable		Exercise Price
$14.06 — $19.63		43,000		2.5	$	15.85		43,000	$	15.85
$23.77 — $27.96		109,750		6.9		26.74		84,258		26.65
$28.8 — $29.06		79,607		8.1		29.03		31,963		28.98
$28.80 — $36.50		112,080		9.2		34.54		—		—
		344,437		7.4	$	28.45		159,221	$	24.20

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A summary of the activity of restricted stock under LTIP for the years ended December 31, 2007, 2006 and 2005 is presented below:

			Weighted
			Average
	Number of		Grant-Date
	Shares		Fair Value
Outstanding January 1, 2006		—	$	—
Granted		3,703		27.01
Forfeited		—
Outstanding At December 31, 2006		3,703
Granted		13,292		37.18
Forfeited		—
Outstanding At December 31, 2007		16,995	$	33.00

As of December 31, 2007 there was approximately $169 of total unrecognized compensation cost related to nonvested options granted under the Company’s various share-based plans that it expects to recognize over a weighted average period of 1.2 years.

The Company received cash of $268, $298 and $292 from options exercised during the years ended December 31, 2007, 2006 and 2005 respectively. The impact of these cash receipts is included in financing activities in the accompanying consolidated statements of cash flows.

17.   Litigation Settlement

During the fourth quarter of 2007, the Company recognized a non-recurring expense in the amount of $1,232, net of income tax benefits of $632, relating to an arbitration award in favor of a third-party relating to the alleged breach by the Company of a property management agreement.

The claimant in the arbitration asserted that the Company breached the management agreement by failing to advise the claimants of an option on a property leased by the claimant and managed by the Company that needed to be executed. The Company contended that it was not the Company’s responsibility under the property management agreement to monitor the option, but instead the claimant’s obligation. Nevertheless, the arbitrator ruled in the claimant’s favor, and in light of the applicable standard of judicial review, the Company does not believe that an appeal of the award would be successful.

The Company has made a claim for coverage of the arbitration award and related attorneys’ fees under an insurance policy. The insurer has denied that coverage is available under the policy. The Company intends to pursue recovery from the insurer, however, because there can be no assurance that the Company will prevail in obtaining coverage, the non-recurring expense has been recognized in 2007.

18.   401(k) Plan

The Company sponsors a 401(k) defined contribution plan covering substantially all officers and employees of the Company which allows participants to defer a percentage of compensation on a pre-tax basis up to a statutory limit. The Company contributes up to a maximum of 50% of the employee’s contribution, up to a maximum of 5% of an employee’s annual compensation. During the years ended December 31, 2007, 2006 and 2005, the Company’s matching cash contributions were $220, $203 and $186, respectively.

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19.   Quarterly Financial Data (Unaudited)

The following table sets forth the quarterly results of operations for the years ended December 31, 2007 and 2006 (in thousands, except per share amounts):

	Quarters Ended 2007
	March 31		June 30		September 30		December 31
Revenue	$	$40,103	$	$37,248	$	$37,752	$	$38,152
Operating income (loss)		5,552		2,899		3,880		(1,485	)
Income from continuing
operations		23,865		11,045		3,284		481
Discontinued operations		—		—		—		—
Net income	$	$23,865	$	$11,045	$	$3,284	$	481
Basic earnings (loss) per share:
Income (loss) from continuing
operations	$	1.34	$	0.58	$	0.15	$	$(0.06	)
Discontinued operations		—		—		—		—
Net income (loss)	$	1.34	$	0.58	$	0.15	$	$(0.06	)
Diluted earnings (loss) per share:
Income (loss) from continuing
operations	$	1.25	$	0.56	$	0.15	$	$(0.06	)
Discontinued operations		—		—		—		—
Net income (loss)	$	1.25	$	0.56	$	0.15	$	$(0.06	)

	Quarters Ended 2006
	March 31		June 30		September 30			December 31
Revenue	$	$36,575	$	$38,418	$	$38,815		$	$39,441
Operating income		2,646		4,816		3,327			3,379
Income from continuing
operations		4,305		4,710		4,518			20,784
Discontinued operations		1,280		67		(19	)		(21	)
Net income	$	$5,585	$	$4,777	$	$4,499		$	$20,763
Basic earnings per share:
Income from continuing operations	$	0.16	$	0.18	$	0.17		$	1.15
Discontinued operations		0.07		—		—			—
Net income	$	0.23	$	0.18	$	0.17		$	1.15
Diluted earnings per share:
Income from continuing operations	$	0.16	$	0.18	$	0.17		$	1.09
Discontinued operations		0.07		—		—			—
Net income	$	0.23	$	0.18	$	0.17		$	1.09

During the fourth quarter of 2006, the Company sold its interest in Collins Pointe Plaza, Merchants Square, and Crofton Centre to two separate joint ventures and recognized a gain of $19,162. Refer to Note 6.

Earnings per share, as reported in the above table, are based on weighted average common shares outstanding during the quarter and, therefore, may not agree with the earnings per share calculated for the years ended

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December 31, 2007 and 2006. During the quarters ended March 31, 2007, June 30, 2007 and December 31, 2006, and for the full year ended December 31, 2007, the Series C Cumulative Convertible Preferred Shares were dilutive and were included in the calculation of diluted earnings per share. However, for the full year ended December 31, 2006, the Series C Cumulative Convertible Preferred Shares were antidilutive and were not included in the calculation of diluted earnings per share.

20.   Transactions With Related Parties

The Company has management agreements with various partnerships and performs certain administrative functions on behalf of entities owned in part by certain trusteesand/or officers of the Company. The following revenue was earned during the three years ended December 31 from these related parties:

	2007		2006		2005
Management fees	$	118	$	149	$	234
Leasing fee income		17		30		42
Brokerage commission		20		—		—
Payroll reimbursement		12		15		30
Total	$	167	$	194	$	306

Concurrently with the sale of Kissimmee West and Shoppes of Lakeland to Ramco HHF KL LLC, during 2007, the Company entered in to Master Lease agreements for vacant tenant space at each of the two centers. Under terms of the agreements, the Company is responsible for minimum rent, recoveries of operating expense and future tenant allowance, if any, until such time that the spaces are leased. During 2007, the Company paid $197 to the joint venture as required under the agreements.

In October 2007, the Company entered into a bridge loan agreement with Ramco 450 Venture LLC for the purchase of The Shops on Lane Avenue in the amount of $27,600. In December 2007, Shops on Lane Avenue acquired permanent financing and repaid all outstanding debt and interest in the amount of $27,857 to the Company.

The Company had receivables from related parties in the amount of $21 and $28 at December 31, 2007 and 2006, respectively.

21.   Commitments and Contingencies

Construction Costs

In connection with the development and expansion of various shopping centers as of December 31, 2007, the Company has entered into agreements for construction costs of approximately $5,043, including approximately $1,217 for costs related to the development of Ramco Jacksonville shopping center.

Internal Revenue Service Examinations

IRS Audit Resolution for Years 1991 to 1995

RPS Realty Trust (“RPS”), a Massachusetts business trust, was formed on September 21, 1988 to be a diversified growth-oriented REIT. From its inception, RPS was primarily engaged in the business of owning and managing a participating mortgage loan portfolio. From May 1, 1991 through April 30, 1996, RPS acquired ten real estate properties by receipt of deed in-lieu of foreclosure. Such properties were held and operated by RPS through wholly-owned subsidiaries.

In May 1996, RPS acquired, through a reverse merger, substantially all the shopping centers and retail properties as well as the management company and business operations of Ramco-Gershenson, Inc. and certain of its affiliates. The resulting trust changed its name to Ramco-Gershenson Properties Trust and Ramco-Gershenson, Inc.’s officers assumed management responsibility for the Company. The trust also changed its operations from a mortgage REIT to an equity REIT and contributed certain mortgage loans and real estate properties to Atlantic

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Realty Trust (“Atlantic”), an independent, newly formed liquidating real estate investment trust. The shares of Atlantic were immediately distributed to the shareholders of Ramco-Gershenson Properties Trust.

For purposes of the following discussion, the terms “Company”, “we”, “our” or “us” refers to Ramco-Gershenson Properties Trustand/or its predecessors.

On October 2, 1997, with approval from our shareholders, we changed our state of organization from Massachusetts to Maryland by merging into a newly formed Maryland real estate investment trust thereby terminating the Massachusetts trust.

We were the subject of an IRS examination of our taxable years ended December 31, 1991 through 1995. We refer to this examination as the IRS Audit. On December 4, 2003, we reached an agreement with the IRS with respect to the IRS Audit. We refer to this agreement as the Closing Agreement. Pursuant to the terms of the Closing Agreement we agreed to pay “deficiency dividends” (that is, our declaration and payment of a distribution that is permitted to relate back to the year for which the IRS determines a deficiency in order to satisfy the requirement for REIT qualification that we distribute a certain minimum amount of our “REIT taxable income” for such year) in amounts not less than $1,400 and $809 for our 1992 and 1993 taxable years, respectively. We also consented to the assessment and collection of $770 in tax deficiencies and to the assessment and collection of interest on such tax deficiencies and on the deficiency dividends referred to above.

In connection with the incorporation, and distribution of all of the shares, of Atlantic in May 1996, we entered into the Tax Agreement with Atlantic under which Atlantic assumed all of our tax liabilities arising out of the IRS’ then ongoing examinations (which included, but is not otherwise limited to, the IRS Audit), excluding any tax liability relating to any actions or events occurring, or any tax return position taken, after May 10, 1996, but including liabilities for additions to tax, interest, penalties and costs relating to covered taxes. In addition, the Tax Agreement provides that, to the extent any tax which Atlantic is obligated to pay under the Tax Agreement can be avoided through the declaration of a deficiency dividend, we would make, and Atlantic would reimburse us for the amount of, such deficiency dividend.

On December 15, 2003, our Board of Trustees declared a cash “deficiency dividend” in the amount of $2,200, which was paid on January 20, 2004, to common shareholders of record on December 31, 2003. On January 21, 2004, pursuant to the Tax Agreement, Atlantic reimbursed us $2,200 in recognition of our payment of the deficiency dividend. Atlantic has also paid all other amounts (including the tax deficiencies and interest referred to above), on behalf of the Company, assessed by the IRS to date.

Pursuant to the Closing Agreement we agreed to an adjustment to our taxable income for each of our taxable years ended December 31, 1991 through 1995. The Company has advised the relevant taxing authorities for the state and local jurisdictions where it conducted business during those years of such adjustments and the terms of the Closing Agreement. We believe that our exposure to state and local tax, penalties, interest and other miscellaneous expenses will not exceed $1,359 as of December 31, 2007. It is management’s belief that any liability for state and local tax, penalties, interest, and other miscellaneous expenses that may exist in relation to the IRS Audit will be covered under the Tax Agreement.

Effective March 31, 2006, Atlantic was merged into (acquired by) Kimco SI 1339, Inc. (formerly known as SI 1339, Inc.), a wholly-owned subsidiary of Kimco Realty Corporation (“Kimco”), with Kimco SI 1339, Inc. continuing as the surviving corporation. By way of the merger, Kimco SI 1339, Inc. acquired Atlantic’s assets, subject to its liabilities (including its obligations to the Company under the Tax Agreement). In a press release issued on the effective date of the merger, Kimco disclosed that the shareholders of Atlantic received common shares of Kimco valued at $81,800 in exchange for their shares in Atlantic.

Litigation

The Company is currently involved in certain litigation arising in the ordinary course of business. The Company believes that this litigation will not have a material adverse effect on its consolidated financial statements.

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Environmental Matters

Under various Federal, state and local laws, ordinances and regulations relating to the protection of the environment (“Environmental Laws”), a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances disposed, stored, released, generated, manufactured or discharged from, on, at, onto, under or in such property. Environmental Laws often impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence or release of such hazardous or toxic substance. The presence of such substances, or the failure to properly remediate such substances when present, released or discharged, may adversely affect the owner’s ability to sell or rent such property or to borrow using such property as collateral. The cost of any required remediation and the liability of the owner or operator therefore as to any property is generally not limited under such Environmental Laws and could exceed the value of the propertyand/or the aggregate assets of the owner or operator. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the cost of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such persons. In addition to any action required by Federal, state or local authorities, the presence or release of hazardous or toxic substances on or from any property could result in private plaintiffs bringing claims for personal injury or other causes of action.

In connection with ownership (direct or indirect), operation, management and development of real properties, the Company may be potentially liable for remediation, releases or injury. In addition, Environmental Laws impose on owners or operators the requirement of on-going compliance with rules and regulations regarding business-related activities that may affect the environment. Such activities include, for example, the ownership or use of transformers or underground tanks, the treatment or discharge of waste waters or other materials, the removal or abatement of asbestos-containing materials (“ACMs”) or lead-containing paint during renovations or otherwise, or notification to various parties concerning the potential presence of regulated matters, including ACMs. Failure to comply with such requirements could result in difficulty in the lease or sale of any affected propertyand/or the imposition of monetary penalties, fines or other sanctions in addition to the costs required to attain compliance. Several of the Company’s properties have or may contain ACMs or underground storage tanks (“USTs”); however, the Company is not aware of any potential environmental liability which could reasonably be expected to have a material impact on its financial position or results of operations. No assurance can be given that future laws, ordinances or regulations will not impose any material environmental requirement or liability, or that a material adverse environmental condition does not otherwise exist.

Common Shares Repurchase

In December 2005, the Board of Trustees authorized the repurchase, at management’s discretion, of up to $15,000 of the Company’s common shares. The program allows the Company to repurchase its common shares from time to time in the open market or in privately negotiated transactions. As of December 31, 2007, the Company purchased and retired 287,900 shares of the Company’s common stock under this program at an average cost of $27.11 per share, and approximately $7,200 of common shares may yet be purchased under such repurchase program.

22.   Other Taxes

On July 12 2007, the Governor of the State of Michigan signed into law the Michigan Business Tax Act, replacing the Michigan Single Business Tax, which was scheduled to expire on December 31, 2007, with a two-prong tax (the “MBT”). The MBT is based on a combination of a business income tax and a modified gross receipts tax. The MBT took effect on January 1, 2008, and, because it is based on or derived from income-based measures, the provisions of SFAS No. 109,“Accounting for Income Taxes,”apply as of the enactment date. On September 30, 2007, an amendment to the Michigan Business Tax Act was signed into law establishing a deduction from the business income tax base equal to the net deferred tax liability, if any, resulting from the SFAS No. 109 income tax treatment of the MBT as reflected on the Company’s financial statements as of September 30, 2007. The enactment of the Michigan Business Tax Act and the related amendment caused the Company to recognize both a deferred tax liability and a deferred tax asset of approximately $3,748 as of December 31, 2007. As such, the enactment of the

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Michigan Business Tax Act and the related amendment had no impact on the Company’s results of operations for fiscal year ended December 31, 2007.

In September 2007, the State of Michigan enacted legislation expanding its use tax to certain services, effective for such services rendered on or after December 1, 2007. On December 4, 2007, the State of Michigan repealed the expansion of the use tax to services effective as of December 1, 2007 and enacted legislation providing “amnesty” for any taxpayer that failed to collect the use tax for the brief period of time applicable services may have otherwise been subject to the tax. As such, there is no impact on current or future results of operations.

23.   Subsequent Event

Subsequent to December 31, 2007 the Company entered in $80,000 of interest rate swap contracts to extend the maturity date to December 13, 2010 related to existing contracts and put in place an interest rate swap contract of $20,000 through December 13, 2010.

The following table summarizes the interest rate contracts entered into subsequent to December 31, 2007:

	Hedge		Notional		Fixed			Effective		Expiration
Underlying Debt	Type		Value		Rate			Date		Date
Credit Facility		Cash Flow	$	10,000		3.1	%		12/29/2008		12/13/2010
Credit Facility		Cash Flow		10,000		3.1	%		12/29/2008		12/13/2010
Credit Facility		Cash Flow		10,000		3.1	%		1/20/2009		12/13/2010
Credit Facility		Cash Flow		10,000		3.1	%		1/20/2009		12/13/2010
Credit Facility		Cash Flow		20,000		3.2	%		3/16/2009		12/13/2010
Credit Facility		Cash Flow		20,000		3.2	%		3/16/2009		12/13/2010
Credit Facility		Cash Flow		20,000		2.9	%		3/17/2008		12/13/2010
			$	100,000

Based on rates in effect at December 31, 2007, these agreements for notional amounts aggregating $100,000 would provide for fixed rate ranging from 4.4% to 4.7% on a portion of the Company’s credit facility and expire in December 2010.

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Years Ended December 31, 2007 and 2006 (Dollars in thousands)

24.   REAL ESTATE ASSETS

Net Investment in Real Estate Assets at December 31, 2007

																Gross Cost at End
									Initial Cost to Company							of Period(b)
													Subsequent
											Building &		Additions
			Year		Year		Year				Improvements		(Retirements),					Building &				Accumulated
Property	Location		Constructed(a)		Acquired		Renovated		Land		(f)		Net			Land		Improvements		Total		Depreciation(c)		Encumbrances
Florida
Coral Creek Shops	Coconut Creek	Florida		1992		2002				1,565		14,085		(42	)		1,572		14,036		15,608		1,968		(e	)
Lakeland	Lakeland	Florida				2007				8,296				403			8,296		403		8,699		—
Lantana Shopping Center	Lantana	Florida		1959		1996		2002		2,590		2,600		7,025			2,590		9,625		12,215		2,357		(e	)
Naples Towne Center	Naples	Florida		1982		1996		2003		218		1,964		4,530			807		5,905		6,712		1,583		(d	)
Pelican Plaza	Sarasota	Florida		1983		1997				710		6,404		298			710		6,702		7,412		1,776		(d	)
Plaza at Delray	Delray Beach	Florida		1979		2004				9,513		55,271		123			8,795		56,112		64,907		4,619		(e	)
Publix at River Crossing	New Port Richey	Florida		1998		2003				728		6,459		(46	)		728		6,413		7,141		744		(e	)
River City	Jacksonville	Florida		2005		2005				19,768		73,859		2,866			11,816		84,677		96,493		2,318		(e	)
Rivertowne Square	Deerfield Beach	Florida		1980		1998				954		8,587		371			954		8,958		9,912		1,788		(d	)
Southbay Shopping Center	Osprey	Florida		1978		1998				597		5,355		406			597		5,761		6,358		1,509		(d	)
Sunshine Plaza	Tamarac	Florida		1972		1996		2001		1,748		7,452		12,780			1,748		20,232		21,980		6,133		(e	)
The Crossroads	Royal Palm Beach	Florida		1988		2002				1,850		16,650		91			1,857		16,734		18,591		2,380		(e	)
Village Lakes Shopping Center	Land O’ Lakes	Florida		1987		1997				862		7,768		205			862		7,973		8,835		2,015		(d	)
Georgia
Centre at Woodstock	Woodstock	Georgia		1997		2004				1,880		10,801		(368	)		1,987		10,326		12,313		878		(e	)
Conyers Crossing	Conyers	Georgia		1978		1998		1989		729		6,562		673			729		7,235		7,964		1,919		(d	)
Holcomb Center	Alpharetta	Georgia		1986		1996				658		5,953		4,872			3,432		8,051		11,483		1,903		(d	)
Horizon Village	Suwanee	Georgia		1996		2002				1,133		10,200		38			1,143		10,228		11,371		1,458		(d	)
Mays Crossing	Stockbridge	Georgia		1984		1997		1986		725		6,532		1,740			725		8,272		8,997		1,990		(d	)
Promenade at Pleasant Hill	Duluth	Georgia		1993		2004				3,891		22,520		(708	)		3,650		22,053		25,703		1,904		(e	)
Michigan
Auburn Mile	Auburn Hills	Michigan		2000		1999				15,704		0		(7,237	)		5,917		2,550		8,467		1,041		(e	)
Beacon Square	Grand Haven	Michigan		2005		2006				1,806		6,093		2,415			1,807		8,507		10,314		492		(e	)
Clinton Pointe	Clinton Township	Michigan		1992		2003				1,175		10,499		(141	)		1,175		10,358		11,533		1,154		(d	)
Clinton Valley Mall	Sterling Heights	Michigan		1977		1996		2002		1,101		9,910		6,406			1,101		16,316		17,417		4,192		(d	)
Clinton Valley	Sterling Heights	Michigan		1985		1996				399		3,588		3,276			523		6,740		7,263		1,934		(d	)
Eastridge Commons	Flint	Michigan		1990		1996		2001		1,086		9,775		2,367			1,086		12,142		13,228		4,058		(d	)
Edgewood Towne Center	Lansing	Michigan		1990		1996		2001		665		5,981		56			645		6,057		6,702		1,796		(d	)
Fairlane Meadows	Dearborn	Michigan		1987		2003				1,955		17,557		244			1,956		17,800		19,756		1,969		(d	)
Shoppes at Fairlane	Dearborn	Michigan		2006		2005				1,300		63		3,074			1,300		3,137		4,437		27		(d	)
Fraser Shopping Center	Fraser	Michigan		1977		1996				363		3,263		952			363		4,215		4,578		1,245		(d	)
Gaines Marketplace	Gaines Twp.	Michigan		2005		2005				226		6,782		8,839			8,343		7,504		15,847		504		(e	)
Hartland Towne Square	Hartland	Michigan				2007				8,138		2,022		0			8,138		2,022		10,160		—
Hoover Eleven	Warren	Michigan		1989		2003				3,308		29,778		(459	)		3,304		29,323		32,627		2,964		(e	)

F-34

																Gross Cost at End
									Initial Cost to Company							of Period(b)
													Subsequent
											Building &		Additions
			Year		Year		Year				Improvements		(Retirements),					Building &				Accumulated
Property	Location		Constructed(a)		Acquired		Renovated		Land		(f)		Net			Land		Improvements		Total		Depreciation(c)		Encumbrances
Jackson Crossing	Jackson	Michigan		1967		1996		2002		2,249		20,237		12,930			2,249		33,167		35,416		8,696		(d	)
Jackson West	Jackson	Michigan		1996		1996		1999		2,806		6,270		6,129			2,691		12,514		15,205		3,815		(e	)
Kentwood Towne Center	Kentwood	Michigan		1988		1996				2,799		9,484		81			2,841		9,523		12,364		1,093		(e	)
Lake Orion Plaza	Lake Orion	Michigan		1977		1996				470		4,234		1,234			1,241		4,697		5,938		1,379		(d	)
Lakeshore Marketplace	Norton Shores	Michigan		1996		2003		2006		2,018		18,114		1,155			3,402		17,885		21,287		2,021		(e	)
Livonia Plaza	Livonia	Michigan		1988		2003				1,317		11,786		(2	)		1,317		11,784		13,101		1,492		(d	)
Madison Center	Madison Heights	Michigan		1965		1997		2000		817		7,366		3,118			817		10,484		11,301		2,843		(e	)
New Towne Plaza	Canton Twp.	Michigan		1975		1996		2005		817		7,354		3,596			817		10,950		11,767		2,994		(e	)
Oak Brook Square	Flint	Michigan		1982		1996				955		8,591		1,824			955		10,415		11,370		2,959		(d	)
Roseville Towne Center	Roseville	Michigan		1963		1996		2004		1,403		13,195		7,202			1,403		20,397		21,800		5,419		(d	)
Southfield Plaza	Southfield	Michigan		1969		1996		2003		1,121		10,090		4,425			1,121		14,515		15,636		3,573		(d	)
Taylor Plaza	Taylor	Michigan		1970		1996		2006		400		1,930		272			400		2,202		2,602		673		(d	)
Tel-Twelve	Southfield	Michigan		1968		1996		2006		3,819		43,181		33,051			3,819		76,232		80,051		17,164		(d	)
West Oaks I	Novi	Michigan		1979		1996		2006		0		6,304		11,191			1,768		15,727		17,495		3,531		(e	)
West Oaks II	Novi	Michigan		1986		1996		2000		1,391		12,519		5,878			1,391		18,397		19,788		5,052		(e	)
North Carolina
Ridgeview Crossing	Elkin	North Carolina		1989		1997		1995		1,054		9,494		264			1,054		9,758		10,812		2,475		(e	)
Ohio
Office Max Center	Toledo	Ohio		1994		1996				227		2,042		0			227		2,042		2,269		595		(d	)
Crossroads Centre	Rossford	Ohio		2001		2001				5,800		20,709		1,236			4,898		22,847		27,745		4,418		(e	)
Crossroads West	Rossford	Ohio		2006		2005				796		3,087		1,552			796		4,639		5,435		162		(d	)
Spring Meadows Place	Holland	Ohio		1987		1996		2005		1,662		14,959		5,063			1,653		20,031		21,684		5,280		(e	)
Troy Towne Center	Troy	Ohio		1990		1996		2003		930		8,372		(855	)		813		7,634		8,447		2,451		(d	)
South Carolina
Taylors Square	Taylors	South Carolina		1989		1997		1995		1,581		14,237		2,959			1,721		17,056		18,777		4,002		(e	)
Tennessee
Highland Square	Crossville	Tennessee		1988		1997		2005		913		8,189		3,520			913		11,709		12,622		3,091		(d	)
Northwest Crossing	Knoxville	Tennessee		1989		1997		2006		1,284		11,566		5,678			1,284		17,244		18,528		3,559		(e	)
Northwest Crossing II	Knoxville	Tennessee		1999		1999				570		0		1,628			570		1,628		2,198		334		(e	)
Stonegate Plaza	Kingsport	Tennessee		1984		1997		1993		606		5,454		574			606		6,028		6,634		5,734		(d	)
Virginia
Aquia Towne Center	Stafford	Virginia		1989		1998				2,187		19,776		28,783			3,509		47,237		50,746		5,010
Wisconsin
East Town Plaza	Madison	Wisconsin		1992		2000		2000		1,768		16,216		64			1,768		16,280		18,048		3,094		(e	)
West Allis Towne Centre	West Allis	Wisconsin		1987		1996				1,866		16,789		2,628			1,866		19,417		21,283		5,435
Grand Total									$	139,267	$	705,878	$	200,227		$	136,566	$	908,806	$	1,045,372	$	168,962

(a)	If prior to May 1996, constructed by a predecessor of the Company.
(b)	The aggregate cost of land and buildings and improvements for federal income tax purposes is approximately $1,018 million.
(c)	Depreciation for all properties is computed over the useful life which is generally forty years.
(d)	The property is pledged as collateral on the unsecured credit facility.

F-35

(e)	The property is pledged as collateral on secured mortgages.
(f)	Refer to Footnote 1 for a summary of the Company’s capitalization policies.

The changes in real estate assets and accumulated depreciation for the years ended December 31, 2007, and 2006 are as follows:

Real Estate Assets	2007			2006			Accumulated Depreciation	2007			2006
Balance at beginning of period	$	1,048,602		$	1,047,304		Balance at beginning of period	$	150,627		$	125,201
Land Development/Acquisitions		83,636			30,251		Sales/Retirements		(12,972	)		(5,819	)
Discontinued Operations		—			22,311		Discontinued Operations		—			4,557
Capital Improvements		58,694			23,335		Depreciation		31,307			26,688
Sale/Retirements of Assets		(145,560	)		(74,599	)	Balance at end of period	$	168,962		$	150,627
Balance at end of period	$	1,045,372		$	1,048,602

F-36