1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
------------------------
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES 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 (I.R.S. Employer
of incorporation or organization) Identification Number)
27600 NORTHWESTERN HIGHWAY, SUITE 200, 48034
SOUTHFIELD, MICHIGAN (Zip code)
(Address of principal executive offices)
248-350-9900
(Registrant's telephone number, including area code)
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 X No __
Number of common shares of beneficial interest ($.01 par value) of the
Registrant outstanding as of June 30, 1999: 7,217,993
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
FOR THE THREE FOR THE SIX
MONTHS ENDED MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ------------------
1999 1998 1999 1998
---- ---- ---- ----
REVENUES
Minimum rents....................................... $14,909 $13,146 $30,023 $26,441
Percentage rents.................................... 534 354 1,159 752
Recoveries from tenants............................. 5,121 4,620 10,929 9,263
Interest and other income........................... 196 141 422 249
------- ------- ------- -------
Total Revenues................................... 20,760 18,261 42,533 36,705
------- ------- ------- -------
EXPENSES
Real estate taxes................................... 2,008 1,700 3,986 3,447
Recoverable operating expenses...................... 3,305 3,001 7,195 5,967
Depreciation and amortization....................... 3,361 2,940 6,652 5,867
Other operating..................................... 105 179 551 415
General and administrative.......................... 1,916 1,312 3,510 2,949
Interest expense.................................... 6,428 6,195 12,939 12,244
------- ------- ------- -------
Total Expenses................................... 17,123 15,327 34,833 30,898
------- ------- ------- -------
Operating income...................................... 3,637 2,934 7,700 5,807
Loss from unconsolidated entities..................... 82 84 150 163
------- ------- ------- -------
Income before minority interest....................... 3,555 2,850 7,550 5,644
Minority interest..................................... 1,030 771 2,216 1,562
------- ------- ------- -------
Net income............................................ 2,525 2,079 5,334 4,082
Preferred dividends................................... (849) (283) (1,689) (563)
------- ------- ------- -------
Net income available to common shareholders........... $ 1,676 $ 1,796 $ 3,645 $ 3,519
======= ======= ======= =======
Basic earnings per share.............................. $0.23 $0.25 $0.50 $0.49
======= ======= ======= =======
Diluted earnings per share............................ $0.23 $0.25 $0.50 $0.49
======= ======= ======= =======
Weighted average shares outstanding:
Basic............................................... 7,218 7,123 7,218 7,123
======= ======= ======= =======
Diluted............................................. 7,219 7,172 7,218 7,171
======= ======= ======= =======
See notes to consolidated financial statements.
4
3
depreciation and amortization, a $136 increase in other operating expenses, a
$561 increase in general and administrative expenses, and a $695 increase in
interest expense.
Total recoverable expenses, including real estate taxes and recoverable
operating expenses, increased by 18.18%, or $1,767, to $11,181 as compared to
$9,414 for the six months ended June 30, 1998. The increase in recoverable
expenses is primary attributable to the four acquisitions made during 1998 and
the opening of Home Depot at White Lake Marketplace development during the first
quarter of 1999.
Depreciation and amortization expense increased $776, or 13.2%, to $6,652
as compared to $5,876 for the six months ended June 30, 1998. The increase is
the result of acquisitions and renovations made during 1998. Other operating
expenses increased from $415 for the six months ended June 30, 1998 to $551 for
the six months ended June 30, 1999. The increase is primarily due to $92 of
additional bad debt expense for the six months ended June 30, 1999 when compared
to 1998.
Interest expense increased $695, from $12,244 to $12,939 for the six months
ended June 30, 1999. The 5.7% increase is the result of additional interest
expense on a mortgage loan assumed in connection with the acquisition of Aqua
Towne Center in September 1998 and increased borrowings on the Credit Facility
and construction loans.
The minority interest of $2,216 for the six months ended June 30, 1999
represents a 29.0% share of income before minority interest of the operating
partnership compared to a 28.0% share of income before minority interest, or
$1,562 for the six months ended June 30, 1998.
COMPARISON OF THREE MONTHS ENDED JUNE 30, 1999 TO THREE MONTHS ENDED JUNE 30,
1998
Total revenues increased $2,499, or 13.7%, from $18,261 for the three
months ended June 30, 1998 to $20,760 for the three months ended June 30, 1999.
The increase was a result of a $1,763 increase in minimum rents, a $501 increase
in recoveries from tenants, $180 increase in percentage rents and an increase of
$55 in interest and other income.
Minimum rents for the three months ended June 30, 1999 increased $1,763, or
13.4% to $14,909 from $13,146 for the three months ended June 30, 1998. The four
properties acquired during 1998 and the opening of an anchor store at White Lake
MarketPlace development during the first quarter of 1999 accounted for $1,433,
or 81.3% of this increase. Recoveries from tenants increased 10.8%, or $501, to
$5,121 from $4,620 for the three months ended June 30, 1998. The impact of the
1998 acquisitions amounted to $208, or 41.5% of this increase.
The recovery ratio for the three months ended June 30, 1999 decreased to
96.4% as compared to 98.3% for the comparable quarter ended June 30, 1998. The
decrease in the ratio is attributable to lower recovery ratios at the 1998
acquisitions properties as compared to the Core Portfolio. As leases turnover at
these four properties, the recovery ratios should increase to a level comparable
to the Company's normal ratio.
Percentage rents increased 50.8%, or $180, to $534 for the three months
ended June 30, 1999 as compared to $354 for the three months ended June 30,
1998. The increase in percentage rents is attributable to $102 related to the
1998 acquisitions included in the three months ended June 30, 1999 and the
result of strong retail sales.
Total expenses for the three months ended June 30, 1999 increased by
$1,796, or 11.7%, to $17,123 as compared to $15,327 for the three months ended
June 30, 1998. The increase was due to a $612 increase in total recoverable
expenses, including real estate taxes and recoverable operating expenses, a $421
increase in depreciation and amortization, an increase of $604 in general and
administrative expenses, a decrease of $74 in other operating expenses and an
increase of $233 in interest expense.
Total recoverable expenses, including real estate taxes and recoverable
operating expenses, increased by 13.0%, or $612, to $5,313 as compared to $4,701
for the three months ended June 30, 1998. Depreciation and amortization
increased by 14.3%, or $421, to $3,361 as compared to $2,940 for the three
months ended June 30, 1998, and general and administrative expenses increased
$604, or 46.0% to $1,916 as compared to $1,312 for the three months ended June
30, 1998. The increase in recoverable expenses of $612 and
13
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed in its behalf by the
undersigned thereunto duly authorized.
RAMCO-GERSHENSON PROPERTIES TRUST
Date: August 17, 1999 By: /s/ DENNIS E. GERSHENSON
----------------------------------------------------
Dennis E. Gershenson
President and Trustee
(Chief Executive Officer)
Date: August 17, 1999 By: /s/ RICHARD J. SMITH
----------------------------------------------------
Richard J. Smith
Chief Financial Officer
(Principal Accounting Officer)
18