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
Table of Contents
| (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 on Form 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’s Form 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’s Form 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’s Form 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’s Form 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’s Form 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’s Form 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’s Form 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 on Form 10-Q for the period ended June 30, 1996.** |
44
Table of Contents
| 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 on Form 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 on Form 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 on Form 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 on Form 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 on Form 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 on Form 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 on Form 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 on Form 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 on Form 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’s Form 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’s Form 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’s Form 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 on Form 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’s Form 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
Table of Contents
| 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
Table of Contents
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
Table of Contents
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 in
Internal 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
Table of Contents
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
Table of Contents
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 :
|
||||||||||||||||