<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
------- EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
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 (FORMERLY KNOWN AS RPS REALTY TRUST)
----------------------------------------------------------------------
(Exact name of registrant as specified in its charter.)
<TABLE>
<S> <C>
MASSACHUSETTS 13-6908488
------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27600 Northwestern Highway, Southfield, Michigan 48034
------------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
</TABLE>
810-350-9900
-------------
(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 shares of beneficial interest ($.10 par value per share) of the
Registrant outstanding as of May 15, 1996: 7,123,105.
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
Part 1. FINANCIAL INFORMATION Page No.
--------
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets - March 31, 1996 and
December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Operations - Three Months Ended
March 31, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statement of Shareholders' Equity - Three Months Ended
March 31, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Consolidated Statements of Cash Flows - Three Months Ended
March 31, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . 7
Item 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . 12
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>
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<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
--------------- --------------
<S> <C> <C>
ASSETS:
Mortgage Loans Receivable
(Net of allowance for possible loan losses of $10,231,336
in 1996 and 1995) $ 32,606,700 $ 36,023,265
Investment In Real Estate-Net 55,166,149 55,299,163
REMIC Investments 56,988,438 58,098,854
Short-term Investments 12,467,546 10,299,545
Interest and Accounts Receivable 7,353,959 7,748,511
Deferred Acquisition Expenses
(Net of accumulated amortization of $1,567,036 in 1996
and $1,517,570 in 1995) 2,104,777 2,154,243
Cash 1,092,849 1,166,958
Transaction Advances 2,471,100 2,471,100
Other Assets 8,243,423 7,319,562
------------ ------------
TOTAL ASSETS $178,494,941 $180,581,201
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Distributions Payable $ 2,279,394 $ 2,279,394
Accounts Payable and Accrued Expenses 939,204 1,282,196
------------ ------------
TOTAL LIABILITIES 3,218,598 3,561,590
SHAREHOLDERS' EQUITY 175,276,343 177,019,611
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $178,494,941 $180,581,201
============ ============
</TABLE>
See notes to consolidated financial statements
-3-
<PAGE> 4
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For The Three Months
Ended
March 31,
-------------------------------
1996 1995
----------- -------
<S> <C> <C>
Revenues:
Interest Income:
Mortgage Loans $ 797,557 $ 930,623
Short-Term Investments 119,996 975,514
REMIC Investments 798,554 -
Rental Income 2,346,079 2,291,029
Other 200,000 49,173
---------- -----------
4,262,186 4,246,339
---------- -----------
Expenses:
Allowance for possible loan losses - 3,000,000
General and Administrative 1,082,411 970,331
Amortization of Deferred
Acquisition Expenses 49,466 49,466
Loss On Disposition of Mortgage
Loan 128,886 -
Property Operating 402,133 350,844
Real Estate Tax 328,221 330,429
Termination Expense 1,478,402 -
Depreciation 256,541 249,918
---------- -----------
3,726,060 4,950,988
---------- -----------
Net Income (loss) $ 536,126 $ (704,649)
========== ===========
Net Income (loss) Per Share $.02 ($.02)
========== ===========
Cash Dividend Declared $.08 $.08
========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
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<PAGE> 5
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Shares of
Beneficial Interest Additional Cumulative Total
------------------------ Paid-In Earnings/ Shareholders'
Number Amount Capital (Distributions) Equity
--------- ---------- ------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Balance at
January 1, 1996 28,492,421 $2,849,242 $194,924,231 ($20,753,862) $177,019,611
Net Income for the
three months ended
March 31, 1996 - - - 536,126 536,126
Cash distributions
declared - - - (2,279,394) (2,279,394)
----------- ---------- ------------ ------------ ------------
Balance at
March 31, 1996 28,492,421 $2,849,242 $194,924,231 $(22,497,130) $175,276,343
=========== ========== ============ ============ ============
</TABLE>
See notes to consolidated financial statements
-5-
<PAGE> 6
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
------------------------------
1996 1995
------------- -------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Income (Loss) $ 536,126 $ (704,649)
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Provision for possible loan losses - 3,000,000
Loss on Disposition of Mortgage Loan 128,886 -
Amortization of Deferred Acquisition Expense 49,466 49,466
Depreciation 256,541 249,918
Changes in Operating Assets and Liabilities:
Interest and Accounts Receivable 265,666 25,680
Other Assets (923,861) (1,354,972)
Accounts Payable and Accrued Expenses (342,992) (249,415)
------------- --------------
Net Cash (Used in) Provided by Operating Activities (30,168) 1,016,028
------------- --------------
Cash Flows From Investing Activities:
Satisfaction of Mortgage Loans Receivable 3,416,585 3,000,000
Investment in REMICs - -
Investment in Real Estate (123,527) (425,413)
Amortization of REMICs 1,110,416 -
------------- --------------
Net Cash Used in/Provided by Investing Activities 4,403,454 2,574,587
Cash Flows From Financing Activities:
Dividends Paid (2,279,394) (2,279,394)
------------- --------------
Net Cash Used in Financing Activities (2,279,394) (2,279,394)
------------- --------------
Net Increase in Cash and Cash Equivalents 2,093,892 1,311,221
Cash and Cash Equivalents, Beginning of Period 11,466,503 74,583,966
------------- --------------
Cash and Cash Equivalents, End of Period $ 13,560,395 $ 75,895,187
============= ==============
Cash and Cash Equivalents, End of Period:
Cash $ 1,092,849 $ 858,204
Short-Term Investments 12,467,546 75,036,983
------------- --------------
$ 13,560,395 $ 75,895,187
============= ==============
Supplemental Schedule of Noncash Investing and
Financing Activities:
Interest and Accounts Receivable - (325,900)
Use of Allowance for Possible Loan Losses - 1,875,900
Mortgages Receivable - (1,550,000)
</TABLE>
See notes to consolidated financial statements
-6-
<PAGE> 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
In the opinion of management of Ramco-Gershenson Properties Trust (the
"Trust"), the accompanying unaudited interim consolidated financial
statements contain all adjustments (consisting only of normal
recurring accruals) necessary to present fairly the consolidated
financial position as of March 31, 1996 and the results of operations
for the three months ended March 31, 1996 and March 31, 1995.
The financial statements, related footnotes and discussions should be
read in conjunction with the consolidated financial statements,
related footnotes and discussions contained in the Trust's annual
report on Form 10-K for the year ended December 31, 1995. Certain
reclassifications have been made to prior year financial statements
to conform with classifications adopted in the current year.
2. EARNINGS PER SHARE
The weighted average number of shares outstanding for the three months
ended March 31, 1996 and 1995 was 28,492,421.
3. MORTGAGE LOANS RECEIVABLE
The following table summarizes the mortgage loans of the Trust as of
March 31, 1996:
<TABLE>
<CAPTION>
NET
CURRENT AVERAGE MATURITY AMOUNT ALLOWANCE CARRYING
DESCRIPTION RATE (a) ACCRUED DATE ADVANCED FOR LOSS AMOUNT (1)
<S> <C> <C> <C> <C> <C> <C>
Shopping Centers/Retail:
Branhaven Plaza 14.25 - 8/96 $ 2,800,000 $ - $ 2,800,000
1733 Massachusetts Avenue 8.58 1.42 6/99 2,200,000 - 2,200,000
Mt. Morris Commons 10.50 2.00 6/99 2,700,000 (1,000,000) 1,700,000
Copps Mill Plaza 6.00 0.50 7/96 3,563,948 (350,000) 3,213,948
Hylan Center 7.50 4.50 1/01 25,000,000 (6,000,336) 18,999,664
Office Buildings:
NCR Building 10.00 - 12/95 468,493 (231,000) 237,493
1-5 Wabash Avenue 5.00 - 3/96 2,850,000 (650,000) 2,200,000
Rector (e) - 6.00 3/04 3,255,595 (2,000,000) 1,255,595
----------- ------------- ------------
$42,838,036 $(10,231,336) $32,606,700
=========== ============ ===========
</TABLE>
(1) Before taking into consideration booked deferred interest as described
on the following table.
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<PAGE> 8
Deferred interest due at maturity of the mortgage loans is recognized as income
based on the interest method. The amounts which have been recognized, are
included on the consolidated balance sheet in interest and accounts receivable
at March 31, 1996 are as follows:
<TABLE>
<CAPTION>
DEFERRED INTEREST
ACCRUED
-----------------
<S> <C>
Branhaven Plaza $ 296,998
1733 Massachusetts Avenue 337,675
Mt. Morris Commons 52,923
Copps Hill Plaza -
Hylan Center 6,275,000
NCR Building -
1-5 Wabash Avenue -
Rector -
----------
Balance, end of period $6,962,596
==========
</TABLE>
(a) In addition to fixed interest, the Trust is entitled to contingent
interest on certain loans in an amount equal to a percentage of the
gross rent received by the borrower from the property securing the
mortgage above a base amount, payable annually, and additional
contingent interest (equity participation) based on a predetermined
multiple of the contingent interest or a percentage of the net value
of the property at such date payable at maturity.
(b) As of March 31, 1996, the Trust had 6 loans that were in arrears
(three monthly payments or more) or otherwise considered to be
"problem loans" by the Trust. The aggregate gross principal amounts
of these loans, together with the receivables relating to such loans
comprised of accrued interest and payments made on behalf of the
borrowers for mortgage payments relating to such properties, totaled
approximately $44,165,960, representing 24.7% of the Trust's total
assets, at March 31, 1996. At March 31, 1996 and 1995, the Trust was
not accruing current and deferred interest on one and three of the
above-mentioned loans, in the aggregate approximate principal amount
of $2,700,000 and $5,700,000, respectively. In addition, as of March
31, 1996 and 1995, respectively, the Trust was not accruing deferred
interest on three and one additional loans, in the aggregate
approximate principal amount of $31,819,544 and 25,000,000.
(c) On January 19, 1996, the Trust received proceeds of $2,008,560 from
the repayment of the Holiday Park loan. The proceeds consisted of the
repayment of the principal loan balance of $1,916,565, current
interest of $24,916 and deferred interest of $67,080.
(d) On February 1, 1996, the Trust received proceeds of $1,512,500 from
the repayment of the Simmons Manufacturing Warehouse loan. The
proceeds consisted of the repayment of the principal loan balance of
$1,500,000 and current interest of $12,500.
(e) On March 7, 1996, the Trust reached an agreement in principal with the
borrower under the 1-5 Wabash loan for such borrower to acquire the
loan for $2,200,000 in cash. The transaction is subject to the
execution of a definitive agreement relating thereto and no assurance
can be given that such a definitive agreement will be entered into or
that the proposed transaction will be consummated.
(f) On March 26, 1996, the Trust received proceeds of $200,000 in
satisfaction of the Woodbridge Center mortgage loan. The loan was
written off as uncollectible in 1993.
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<PAGE> 9
4. INVESTMENTS IN REAL ESTATE
The following table summarizes the Trust's equity investments in real
properties, and the carrying amount, net of accumulated depreciation
of such properties, as of March 31, 1996:
<TABLE>
<CAPTION>
Property Location Carrying Value
-------- -------- --------------
<S> <C> <C>
Sunshine Plaza Tamarac, FL $ 9,098,454
Shopping Center
Crofton Shopping Center Crofton, MD 9,835,444
Trinity Corners Pound Ridge, NY 2,861,496
Shopping Center
Commack Property Commack, NY 2,756,812
Retail Center
Chester Shopping Center Chester, NJ 18,369,961
Lantana Plaza Lantana, FL 5,405,161
Shopping Center
9 North Wabash Chicago, IL 2,431,939
Retail Building
Norgate Shopping Center Indianapolis, IN 4,406,882
------------
Total $ 55,166,149
============
</TABLE>
(a) On February 5, 1996, Norgate Shops, Inc., a wholly-owned subsidiary of
the Trust, signed a non-binding letter of intent for the sale of the
Norgate property for a purchase price of $4,800,000 in cash. The sale is
subject to several conditions and there is no assurance that the proposed
sale will be consummated.
5. REMIC INVESTMENTS
REMIC Investments at March 31, 1996 consist of collateralized mortgage
backed securities which are generated by the Federal National Mortgage
Association ("FNMA"), Government National Mortgage Association ("GNMA")
and the Federal Home Loam Mortgage Corporation ("FHLMC"). These
investments bear interest from 40-50 basis points above the 1 month libor
rate and have average lives of 3 to 5 years.
6. SHORT TERM INVESTMENTS
Short-term investments at March 31, 1996 consist primarily of U.S.
Treasuries instruments.
7. DIVIDENDS TO SHAREHOLDERS
Under the Internal Revenue Code, a REIT must meet certain qualifications
including a requirement that it distribute annually to its shareholders at
least 95% of its taxable income. The Trust's policy is to distribute to
shareholders all taxable income. Dividends declared for the three months
ended March 31, 1996 are summarized below:
<TABLE>
<CAPTION>
RECORD DATE DIVIDEND PAYMENT DATE
------------ -------- ------------
<S> <C> <C>
April 24, 1996 $ .08 April 29, 1996
</TABLE>
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<PAGE> 10
The difference, if any, between dividends and net income results from
timing differences related to the recognition of income and expense
between financial reporting and income tax purposes.
During 1996, the Trust will have tax write-offs on certain of the
mortgages which write-offs were previously recognized for financial
reporting purposes in prior years.
8. TERMINATION EXPENSE
On February 29, 1996 the Trust and Mr. Liechtung, then the Trust's
president, agreed on a buy out of Mr. Liechtung's employment agreement.
Mr. Liechtung will continue to serve the Trust as a member of its Board of
Trustees.
9. SUBSEQUENT EVENTS
On April 30, 1996, Hylan Plaza Shops, Inc., a Delaware corporation and a
wholly owned subsidiary of the Trust, acquired the Hylan Plaza Shopping
Center (which includes approximately 349,000 square feet of rentable space
located in Staten Island, New York) in connection with a workout of the
mortgage held by the Trust for approximately $1.1 million over the
mortgage held by the Trust, plus closing costs.
On May 10, 1996, the Trust consummated the previously announced
acquisition of Ramco-Gershenson, Inc. (the "Ramco Acquisition"), including
the spin-off of its wholly owned subsidiary Atlantic Realty Trust, a
Maryland real estate investment trust (the "Spin-Off Company"). In
connection with the Ramco Acquisition, the Trust changed its name to
"Ramco-Gershenson Properties Trust" and effectuated as of the close of
business on May 10, 1996, a one for four reverse split.
Pursuant to the Ramco Acquisition, the Trust transferred to
Ramco-Gershenson Properties, L.P. (the "Operating Partnership") (via
contribution or merger) six properties (other than 9 North Wabash, Norgate
and Hylan Plaza) (the "RPS Properties) containing an aggregate of
approximately 931,000 square feet of gross leasable area ("GLA") and
$68,000,000 in cash (the "RPS Cash" and, together with the RPS Properties,
the "RPS Contribution Assets"), and received a 1% interest in the Operating
Partnership, as a general partner, and initially, an approximately 74% in
the Operating Partnership, as a limited partner. In addition, the current
owners of the Ramco Properties described below and, if applicable, their
respective individual partners, as well as Ramco's shareholders
(collectively, the "Ramco Group") transferred (via contribution or merger)
to the Operating Partnership the following: (i) their interests in 22
shopping center and retail properties (the "Ramco Properties" and together
with the RPS Properties, the "Properties") which contain an aggregate of
approximately 5,114,000 square feet of total GLA, of which approximately
3,706,000 square feet are now owned by the Operating Partnership, (ii) 100%
of the non-voting common stock and 5% of the voting common stock
(collectively, the "Ramco Stock") in Ramco (representing in excess of 95%
of the economic interests in Ramco), (iii) rights in and/or options to
acquire certain development land totalling approximately 155 acres (the
"Development Land"), (iv) options to acquire Ramco and its affiliates'
interest in six shopping center properties (the "Option Properties"), and
(v) five outparcels totalling approximately 7.1 acres (the "Outparcels,"
and together with the Ramco Properties, the Ramco Stock the Development
Land and the Option Properties, the "Ramco Contribution Assets").
-10-
<PAGE> 11
In connection with these contributions, the Ramco Group received, in the
aggregate, an approximately 25% interest (approximately 2,377,000 Units) in
the Operating Partnership and the Trust assumed approximately $183,000,000
of secured indebtedness on the Ramco Properties (including a pro rata share
of the debt encumbering two 50%-owned properties). If certain leasing plans
with respect to one of the Ramco Properties are fulfilled, the aggregate
percentage interest in the Operating Partnership to be received by the Ramco
Group may be increased to a maximum of approximately 29% (approximately
2,912,500 Units). Subject to certain limitations, the Units are
exchangeable into Shares of the Trust on a one-for-one basis beginning on
May 10, 1997.
Upon the closing of the Ramco Acquisition, Alfred D. Stalford, William A.
Rosoff and Edward Blumenfeld resigned from the Board of Trustees and were
replaced by three individuals designated by Ramco. Ramco designated Joel
Gershenson to serve as Chairman of the Board, Dennis Gershenson and Mark K.
Rosenfeld as trustees of the Trust, Herbert Liechtung, Joel M. Pashcow,
Stephen R. Blank, Edwin J. Glickman and Arthur H. Goldberg remain as
Trustees of the Trust. In addition, immediately prior to the consummation
of the Ramco Acquisition, Robert A. Meister was designated by the Board of
Trustees as a Trustee of the Trust, filling the vacancy created by the
resignation of Samuel M. Eisenstat.
Upon the closing of the Ramco Acquisition, the Spin-Off Company was spun off
to the Trust's shareholders. The Spin-Off Company now holds title to the
Trust's former mortgage loan portfolio as well as its 9 North Wabash,
Norgate and Hylan Plaza properties.
-11-
<PAGE> 12
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAPITAL RESOURCES AND LIQUIDITY
In connection with the Ramco Acquisition, and as disclosed in the
Trust's definitive proxy statement dated as of March 29, 1996 (the "Proxy
Statement"), the Trust acquired, among other things, interests in the 22 Ramco
Properties, incurred certain debt, and repaid a portion of the debt encumbering
the Ramco Properties. The discussion below should be read in conjunction with
the discussion set forth in the Proxy Statement; capitalized terms used and not
defined below have the meanings set forth in the Proxy Statement.
As of the closing of the Ramco Acquisition (the "Closing"), and giving
effect to the application of the RPS Cash and the Mortgage Loans incurred, the
mortgage indebtedness encumbering the Ramco Properties has an aggregate
principal balance of $123,359,000 and an aggregate annual debt service of
$11,907,000. The annual debt service for the balance of the 1996 calendar year
will be reduced by approximately $579,000, the amount of principal repayments
that are not required to be paid through December 31, 1996 on the Mortgage Loans
as more fully described in the Proxy Statement. The interest rate payable with
respect to the West Oaks II loan and the Spring Meadows Place loan due in 2006
is 8.28%, which is higher than the 7.75% interest rate shown in the Proxy
Statement with respect to those loans. The interest rate payable with respect
to the Southfield Plaza Expansion loan is 7.5%, which is lower than the 8.00%
interest rate shown in the Proxy Statement with respect to that loan. The
aggregate principal balance for all of the mortgage indebtedness is $721,000
less than the $124,080,000 shown in the Proxy Statement.
As of the Closing, a total of $9,906,000 was borrowed under the Credit
Facility, which will mature on May 6, 1999. The Credit Facility provides for
borrowings at Base or reserve adjusted Eurodollar rate plus 1.75. The initial
borrowing was at base, which was 8.25% at Closing. Subsequent to the Closing,
the Company expects to convert those borrowings to the reserve adjusted
Eurodollar rate option. The Eurodollar rate option was 7.1875% at Closing. As
of the Closing, $25,000,000 of the Credit Facility was in place, of which only
$12,300,000 was available for borrowing. The balance of the $25,000,000 will
become available upon receipt by the lender of satisfactory appraisals with
respect to certain of the properties securing the Credit Facility. It is
expected by the Trust that such appraisals will be delivered to the lender
within the next 8 days. The lender under the Credit Facility is obligated to
use its best efforts to locate a participant-lender that will permit an increase
in the facility amount to an aggregate of $50,000,000. Although negotiations
with a participant-lender have commenced, there can be no assurance that such
lender will participate in the Credit Facility ot that the amount available
under the facility will be increased to $50,000,000. A total of approximately
$10,500,000 is expected to be borrowed under the Credit Facility and used to
reimburse affiliates of Ramco for certain out of pocket costs incurred with
certain development opportunities to be acquired by the Trust; no such
reimbursements have been made to date, and none will be made until at least
$50,000,000 is available under the Credit Facility. As stated in the Proxy
Statement, the Trust intends to use the balance of the Credit Facility, when it
becomes available, principally to fund future acquisitions, developments,
expansions and redevelopments.
At the Closing, the Trust made a loan to, and assumed an obligation of,
the Spin-Off Company. In that connection, Atlantic Realty Trust is obligated to
pay the Trust the sum of $5,550,000 pursuant to a promissory note which bears
interest at the Base Rate under the Credit Facility, which was 8.25% at Closing
and matures on November 9, 1997. The promissory note is secured by a collateral
assignment of the borrower's interest in the Hylan Shopping Center.
-12-
<PAGE> 13
The Spin-Off Company used the proceeds of the promissory note primarily
to make (on behalf of the Trust or otherwise) certain required severance and
bonus payments to the Trust's executive officers, to pay the cost of a run-off
directors and officers' liability insurance policy for the Trust, a directors
and officers' liability insurance policy for the Spin-Off Company, and to
provided excess cash for the Spin-Off Company's initial working capital.
RESULTS OF OPERATIONS
Three months ended March 31, 1996 compared to three months ended March 31,
1995.
Total revenues (before rental income) for the quarter ended March 31, 1996
decreased $39,203 or 2% as compared to the quarter ended March 31, 1995.
Interest income from mortgage loans decreased $133,066 or 14% during the 1996
period as compared to the 1995 period as a result of the reduction in the size
of the Trust's mortgage loan portfolio. Income from mortgage backed securities
(REMICs) increased from $0 to $798,554 as a result of the Trust investing in
Mortgage Backed Securities to maintain REIT qualifying income. Short-term
investment income decreased in the quarter ended March 31, 1996 as compared to
the quarter ended March 31, 1995 by $855,518 or 88% as a result of the Trust
investing in REMICs. Other income increased during the 1996 period by
$150,827 primarily as a result of the Trust receiving $200,00 in satisfaction
of the Woodbridge Center mortgage loan written off as uncollectible in 1993.
During the quarter ended March 31, 1996, expenses (excluding property operating
expenses, real estate taxes and depreciation) decreased $1,280,630 or 32%. The
Trust during the first quarter of 1995 provided an additional allowance for
possible losses of $3,000,000 with respect to the Hylan mortgage loan. During
the first quarter of 1996 the Trust recognized a loss of $128,886 as a result
of the satisfaction of the Simmons mortgage loan. On February 29, 1996 the
Trust and Mr. Liechtung, then the Trust's president, agreed on a buyout of Mr.
Liechtung's employment agreement resulting in a payout of $1,478,402.
During the first quarter of 1996, the Trust received rental income of
$2,346,079 as compared to $2,291,029 for the first quarter of 1995. This
represents and increase of $55,050 or 2%. Property operating expense
increased during the 1996 period by $51,289 or 15% primarily as a result of
increased snow removal expense. Depreciation expense increased in 1996 by
$6,623 or 3% while real estate tax expense decreased by $2,208 or less than 1%.
For the quarter ended March 31, 1996 the Trust recognized net income from the
investment of real estate of $1,359,184 as compared to $1,359,838 for the
quarter ended March 31, 1995.
As a result of the foregoing factors, the Trust's net earnings for the 1996
quarter as compared to the 1995 quarter increased $1,240,775.
-13-
<PAGE> 14
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits.
20.1 Definitive Proxy Materials of the Registrant, mailed to the
Registrant's shareholders on March 29, 1996.*
27.1 Financial Data Schedule
B. The registrant filed the following Current Reports on Form
8-K during the quarter:
(i) Current Report on Form 8-K, filed with the Securities
and Exchange Commission on January 10, 1996, which
reported the execution by the Registrant,
Ramco-Gershenson, Inc. ("Ramco") and certain
affiliates of Ramco, of an Amended and Restated Master
Agreement dated as of December 27, 1995, which
amended and restated the Master Agreement, dated as
of April 10, 1995, by and among the Registrant,
Ramco-Gershenson, Inc. ("Ramco") and certain
affiliates of Ramco, relating to the acquisition by
the Registrant of certain stock interests in Ramco
and substantially all of the real estate assets of
Ramco's affiliates.
(ii) Current Report on Form 8-K/A1, filed with the
Securities and Exchange Commission on March 1, 1996,
which amended the Registrant's Current Report on Form
8-K disclosed in "(i)" above by expanding the
Registrant's disclosure under Item 1(b) therein.
(iii) Current Report on Form 8-K, filed with the Securities
and Exchange Commission on March 29, 1996, which
reported the execution by the Registrant,
Ramco-Gershenson, Inc. ("Ramco") and certain
affiliates of Ramco of the First Amendment to Amended
and Restated Master Agreement, dated as of March 19,
1996, which amended certain terms of the Amended and
Restated Master Agreement, dated as of December 27,
1995.
----------
* previously filed
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RAMCO-GERSHENSON PROPERTIES TRUST
(FORMERLY KNOWN AS RPS REALTY TRUST)
Date: May 20, 1996 By:/s/ Dennis Gershenson
--------------------------------
Dennis Gershenson
President and Trustee
(Chief Executive Officer)
Date: May 20, 1996 By:/s/ Richard Smith
--------------------------------
Richard Smith
Chief Financial and Accounting
Officer
<PAGE> 16
EXHIBIT INDEX
-------------
Sequential
Number Exhibit Page No.
------ ------- ----------
20.1 Definitive Proxy Materials of the Registrant,
mailed to the Registrant's shareholders on
March 29, 1996.*
27.1 Financial Data Schedule
----------
* previously filed
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 13,560,395
<SECURITIES> 56,988,438
<RECEIVABLES> 50,191,995
<ALLOWANCES> 10,231,836
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 58,169,990
<DEPRECIATION> 3,003,841
<TOTAL-ASSETS> 178,494,941
<CURRENT-LIABILITIES> 3,218,598
<BONDS> 0
0
0
<COMMON> 2,849,242
<OTHER-SE> 172,427,101
<TOTAL-LIABILITY-AND-EQUITY> 178,494,941
<SALES> 0
<TOTAL-REVENUES> 4,262,186
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,726,060
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 536,126
<INCOME-TAX> 0
<INCOME-CONTINUING> 536,126
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 536,126
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
