<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 30, 1997
RAMCO-GERSHENSON PROPERTIES TRUST
(Exact Name of Registrant as Specified in its Charter)
MARYLAND
(State or Other Jurisdiction of Incorporation)
1-10093 13-6908486
(Commission File Number) (I.R.S. Employer Identification Number)
27600 NORTHWESTERN HIGHWAY, SUITE 200, SOUTHFIELD, MICHIGAN 48034
(Address of Principal Executive Office) (Zip Code)
(248) 350-9900
(Registrant's Telephone Number, Including Area Code)
(Former Name and Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 2. ACQUISITIONS OR DISPOSITIONS OF ASSETS
On October 30, 1997, Ramco-Gershenson Properties Trust (the "Company") through
Ramco-Gershenson Properties, L.P. (the "Operating Partnership") completed the
acquisition of 15 shopping center properties (the "Southeast Portfolio").
The properties were acquired for approximately $124.5 million from various
pension funds (the "Sellers") that are advised by DRA Advisors, Inc., a New
York based pension fund advisor. In negotiating the purchase price, the
Operating Partnership considered, among other factors, the properties'
historical and anticipated cash flows, the nature and terms of the leases, the
physical condition of the properties, repositioning and expansion
possibilities, and market conditions. The acquisition was financed by
increasing the Operating Partnership's existing revolving credit facility to
$160 million from $75 million, the assumption of an existing $5.9 million
mortgage on one of the acquired properties, and obtaining a new $45 million
term loan. The revolving credit facility bears interest at rates between 137.5
and 162.5 basis points over LIBOR depending on certain debt ratios set forth in
the loan agreement. The interest rate on the term loan is between 250 and 275
basis points over LIBOR, which rate is also dependent on certain debt ratios.
Both the revolving credit facility and the term loan mature May 1, 1999, and,
under certain circumstances, may be extended to October 2000 at the election of
the Operating Partnership. The mortgage assumed bears interest at the rate of
8.5 % per annum, requires monthly principal and interest payments, and matures
in November 2000.
The Southeast Portfolio is comprised of the following:
Athens Town Center is a 209,562 square foot community center located in Athens,
Alabama. The center is anchored by Wal-Mart and Bruno's and opened in 1988.
Cox Creek Plaza is a 139,228 square foot community center located in Florence,
Alabama. The center is anchored by Wal-Mart and opened in 1984.
Crestview Corners is a 111,653 square foot community center located in
Crestview, Florida. The center is anchored by Wal-Mart and Fleming Foods. The
center opened in 1986 and expanded in 1993.
Cumberland Gallery is a 98,155 square foot community center located in New
Tazewell, Tennessee. The center is anchored by Wal-Mart and Ingles Grocery and
opened in 1988.
Edgewood Square is a 217,319 square foot community center located in North
Augusta, South Carolina. The center is anchored by Wal-Mart, Goody's Family
Clothing, and Bi-Lo Grocery. The center opened in 1989 and expanded in 1995.
Hickory Corners is a 170,436 square foot community center located in Hickory,
North Carolina. The center is anchored by Wal-Mart, Food Lion Grocery, and
Office Max. The center opened in 1968 and was renovated in 1987.
Highland Square is a 171,546 square foot community center located in
Crossville, Tennessee. The center is anchored by Wal-Mart and Kroger and
opened in 1988.
Holly Springs Plaza is a 155,584 square foot community center located in
Franklin, North Carolina. The center is anchored by Wal-Mart and Ingles
Grocery. The center opened in 1988 and expanded in 1992.
Indian Hills is a 129,130 square foot community center located in Calhoun,
Georgia. The center is anchored by Wal-Mart and Ingles Grocery and opened in
1988.
Mays Crossing is a 137,223 square foot community center located in Stockbridge,
Georgia. The center is anchored by Wal-Mart and Ingles Grocery. The center
opened in 1984 and expanded in 1986.
2
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Northwest Crossing is a 261,707 square foot community center located in
Knoxville, Tennessee. The center is anchored by Wal-Mart, Ingles Grocery, and
Goody's Family Clothing. The center opened in 1989 and expanded in 1995.
Ridgeview Crossing is a 211,524 square foot community center located in Elkin,
North Carolina. The center is anchored by Wal-Mart, Ingles Grocery, and Belk
Department Stores. The center opened in 1988 and expanded in 1995.
Stonegate Plaza is a 138,490 square foot community center located in Kingsport,
Tennessee. The center is anchored by Wal-Mart and Food Lion Grocery. The
center opened in 1984, was expanded in 1992, and renovated in 1993.
Taylors Square is a 243,484 square foot community center located in Greenville,
South Carolina. The center is anchored by Wal-Mart, Belk Department Store, and
Goody's Family Clothing. The center opened in 1989 and expanded in 1995.
Tellico Square is a 114,192 square foot community center located in Lenoir
City, Tennessee. The center is anchored by Wal-Mart and Bi-Lo Grocery and
opened in 1989.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
a-b Financial Statements and Pro Forma Information.
Independent Auditors' Report
Ramco-Gershenson Southeast Portfolio, Combined Historical Summary
of Revenues and Direct Operating Expenses for the Year Ended
December 31, 1996 and the Nine Months Ended September 30, 1997
(Unaudited).
Notes to Combined Historical Summary of Revenues and Direct
Operating Expenses for the Year Ended December 31,1996 and the
Nine Months Ended September 30, 1997 (Unaudited)
Ramco-Gershenson Properties Trust Pro Forma Condensed Consolidated
Balance Sheet as of September 30, 1997 (Unaudited)
Ramco-Gershenson Properties Trust Pro Forma Consolidated
Statements of Operations for the Year Ended December 31, 1996
(Unaudited) and the Nine Months Ended September 30, 1997
(Unaudited)
Ramco-Gershenson Properties Trust Statement of Estimated Taxable
Operating Results of the Southeast Portfolio and Estimated Cash to
be Made Available by the Operations of the Southeast Portfolio for
the Twelve Month Period Ended September 30, 1997 (Unaudited)
c Exhibits
See Exhibit Index immediately preceeding the exhibits.
3
<PAGE> 4
_______________________________________________________________________________
RAMCO-GERSHENSON SOUTHEAST PORTFOLIO
Combined Historical Summary of Revenues and Direct Operating Expenses
For The Year Ended December 31, 1996, and For the Nine Months Ended
September 30, 1997(Unaudited), and Independent Auditors' Report
4
<PAGE> 5
INDEPENDENT AUDITORS' REPORT
Ramco-Gershenson Properties Trust
Southfield, Michigan
We have audited the accompanying Combined Historical Summary of Revenues and
Direct Operating Expenses of the Ramco-Gershenson Southeast Portfolio (the
"Historical Summary"), for the year ended December 31, 1996. The Historical
Summary is the responsibility of the Properties' management. Our
responsibility is to express an opinion on the Historical Summary based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the Historical Summary is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the Historical Summary. An audit
also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall presentation of
the Historical Summary. We believe that our audit provides a reasonable basis
for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission (for
inclusion in the Registration Statement on Form 8-K/A of Ramco-Gershenson
Properties Trust) as described in Note 1 to the Historical Summary and is not
intended to be a complete presentation of Ramco-Gershenson Southeast
Portfolio's revenues and expenses.
In our opinion, the accompanying Historical Summary presents fairly, in all
material respects, the revenues and direct operating expenses described in Note
1 to the Historical Summary of the Ramco-Gershenson Southeast Portfolio for the
year ended December 31, 1996, in conformity with generally accepted accounting
principles.
Deloitte & Touche LLP
October 2, 1997
Detroit, Michigan
5
<PAGE> 6
RAMCO-GERSHENSON SOUTHEAST PORTFOLIO
COMBINED HISTORICAL SUMMARY OF REVENUES AND DIRECT OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1996 AND NINE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
DECEMBER 31, 1996 SEPTEMBER 30, 1997
- --------------------------------------------------------------------------
UNAUDITED
- --------------------------------------------------------------------------
REVENUES:
<S> <C> <C>
Minimum rents $ 13,008,915 $ 9,870,067
Percentage rents 164,548 123,409
Recoveries from tenants 1,862,100 1,306,089
Interest and other 136,463 82,533
- --------------------------------------------------------------------------
Total Revenues $ 15,172,026 $ 11,382,098
- --------------------------------------------------------------------------
DIRECT OPERATING EXPENSES:
Recoverable operating expenses $ 946,522 $ 599,204
Real estate taxes 1,157,437 856,869
Other 124,406 124,774
- --------------------------------------------------------------------------
Total Direct Operating Expenses $ 2,228,365 $ 1,580,847
- --------------------------------------------------------------------------
EXCESS OF REVENUES OVER DIRECT
OPERATING EXPENSES $ 12,943,661 $ 9,801,251
==========================================================================
</TABLE>
Notes to Combined Historical Summary.
6
<PAGE> 7
RAMCO-GERSHENSON SOUTHEAST PORTFOLIO
NOTES TO COMBINED HISTORICAL SUMMARY OF REVENUES AND DIRECT OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1996
AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 (UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL - Ramco-Gershenson Southeast Portfolio ("The Southeast Portfolio")
is a group of fifteen shopping centers located in North Carolina, Tennessee,
South Carolina, Georgia, Alabama, and Florida. The combined properties
contain approximately 2.5 million square feet of gross leasable area.
Shopping center space is generally leased to specialty retail tenants under
leases which are accounted for as operating leases. Leases typically provide
for guaranteed minimum rent, percentage rent, and other charges to cover
certain operating costs.
BASIS OF PRESENTATION - The accompanying historical summary of revenues and
direct operating expenses has been prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission for
inclusion in a current report on Form 8-K/A of Ramco-Gershenson Properties
Trust. The accompanying historical summary is not representative of the
actual operations of the shopping centers for the period presented since
material expenses which may not be comparable to the proposed future
operations of the Southeast Portfolio by the Company have been excluded.
Expenses excluded consist of management fees, interest, depreciation and
amortization.
REVENUE RECOGNITION - Minimum rents are recognized on an accrual basis as
earned, which does not materially differ from the straight-line method.
Percentage rents are recognized on an accrual basis as earned. Recoveries
from tenants, which include an administrative fee, are recognized as revenue
in the period applicable costs are chargeable to tenants.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
2. LEASES
Approximate future minimum rentals under noncancelable operating leases in
effect at September 30, 1997, assuming no new or renegotiated leases nor
option extensions on lease agreements are as follows:
October 1, 1997 to December 31, 1997 $ 3,282,342
1998 12,170,225
1999 10,072,186
2000 8,984,737
2001 8,388,147
Thereafter 48,059,635
-----------
Total $90,957,272
===========
7
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RAMCO-GERSHENSON PROPERTIES TRUST
UNAUDITED PRO FORMA FINANCIAL INFORMATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 1997
(in thousands)
This unaudited Pro Forma Condensed Consolidated Balance Sheet is presented
as if the Company's acquisition of the Southeast Portfolio had occurred on
September 30, 1997. In management's opinion, all adjustments necessary to
reflect the effect of this transaction have been made.
This unaudited Pro Forma Condensed Consolidated Balance Sheet is not
necessarily indicative of what the actual financial position would have been
at September 30, 1997, nor does it purport to represent the future financial
position of the Company.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
SOUTHEAST (A)
PORTFOLIO PRO
HISTORICAL ADJUSTMENTS FORMA
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Assets:
Net Real Estate Assets $ 323,394 $ 126,358 $ 449,752
Other assets 19,476 (352) 19,124
- ------------------------------------------------------------------------------------------
Total Assets $ 342,870 $ 126,006 $ 468,876
- ------------------------------------------------------------------------------------------
Liabilities:
Debt $ 168,045 $ 124,393 $ 292,438
Other liabilities 14,538 1,613 16,151
- ------------------------------------------------------------------------------------------
Total Liabilities $ 182,583 $ 126,006 $ 308,589
Shareholders' Equity &
Minority Interest $ 160,287 $ $ 160,287
- ------------------------------------------------------------------------------------------
Total Liabilities and
Shareholders' Equity $ 342,870 $ 126,006 $ 468,876
==========================================================================================
</TABLE>
See Notes and Significant Assumptions to Unaudited Pro Forma Financial
Information
8
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RAMCO-GERSHENSON PROPERTIES TRUST
UNAUDITED PRO FORMA FINANCIAL INFORMATION
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 1996
The accompanying Pro Forma Consolidated Statement of Operations is presented
as if (i) the Ramco Acquisition, the Property Acquisitions, and the spin-off
of Atlantic, (ii) the acquisition of the Southeast Portfolio, and (iii) the
Company's acquisition of the Madison and Pelican Plaza properties had
occurred as of January 1, 1996. In management's opinion, all adjustments
necessary to reflect the effects of these transactions have been made. This
unaudited Pro Forma Consolidated Statement of Operations is not necessarily
indicative of what the actual results of operations would have been had
these transactions occurred on January 1, 1996, nor does it purport to
represent the results of operations for future periods.
<TABLE>
<CAPTION>
PRO FORMA (B) SOUTHEAST (A)
ADJUSTMENTS PRO FORMA (B) PORTFOLIO & TOTAL
AS PREVIOUSLY AS PREVIOUSLY OTHER ACQUISITION ADJUSTED
HISTORICAL REPORTED REPORTED ADJUSTMENTS PRO FORMA
---------- ------------- ------------- ---------------- ------------
<S> <C> <C> <C> <C> <C>
REVENUES
Minimum Rents $23,713,000 $11,009,482 $ 34,722,482 $ 14,304,244 $ 49,026,726
Percentage Rents 1,190,000 (85,292) 1,104,708 164,548 1,269,256
Recoveries from tenants 12,695,000 5,266,234 17,961,234 2,277,886 20,239,120
Interest and other 2,915,000 (2,286,534) 628,466 136,567 765,033
-------------------------------------------------------------------------
Total Revenues 40,513,000 13,903,890 54,416,890 16,883,245 71,300,135
-------------------------------------------------------------------------
EXPENSES
Recoverable operating expenses 8,230,000 3,029,414 11,259,414 1,213,441 12,472,855
Other operating 791,000 251,454 1,042,454 136,406 1,178,860
Real estate taxes 4,643,000 1,852,715 6,495,715 1,403,714 7,899,429
General and administrative expenses 4,683,000 (243,297) 4,439,703 323,574 4,763,277
Interest expense 6,725,000 4,819,123 11,544,123 10,943,042 22,487,165
Depreciation and amortization 4,798,000 2,121,342 6,919,342 3,186,088 10,105,430
Spin-off and other expenses 7,976,457 - 7,976,457 - 7,976,457
-------------------------------------------------------------------------
Total Expenses 37,846,457 11,830,751 49,677,208 17,206,265 66,883,473
-------------------------------------------------------------------------
Operating Income (Loss) 2,666,543 2,073,139 4,739,682 (323,020) 4,416,662
Loss from unconsolidated entities (216,000) (98,253) (314,253) - (314,253)
-------------------------------------------------------------------------
Income (Loss) before Minority Interest 2,450,543 1,974,886 4,425,429 (323,020) 4,102,409
Minority Interest 2,159,000 1,120,000 3,279,000 (81,540) 3,197,460
-------------------------------------------------------------------------
Net Income (Loss) $ 291,543 $ 854,886 $ 1,146,429 $ (241,480) $ 904,949
=========================================================================
Net Income per share $ 0.04 - $ 0.16 - $ 0.13
=========================================================================
Weighted average shares outstanding 7,123,000 - 7,123,000 - 7,123,000
=========================================================================
</TABLE>
See Notes and Significant Assumptions to Unaudited Pro Forma Financial
Information
9
<PAGE> 10
RAMCO-GERSHENSON PROPERTIES TRUST
UNAUDITED PRO FORMA FINANCIAL INFORMATION
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 1997
The accompanying Pro Forma Consolidated Statement of Operations is presented
as if (i) the acquisition of the Southeast Portfolio, and (ii) the Company's
acquisition of the Madison and Pelican Plaza properties had occurred as of
January 1, 1996. In management's opinion, all adjustments necessary to
reflect the effects of these transactions have been made. This unaudited
Pro Forma Consolidated Statement of Operations is not necessarily indicative
of what actual results of operations would have been had these transactions
occurred on January 1, 1996, nor does it purport to represent the results of
operations for future periods.
<TABLE>
<CAPTION>
SOUTHEAST PORTFOLIO
& OTHER ACQUISITION
HISTORICAL ADJUSTMENTS (A) PRO FORMA
---------------- -------------------- -----------
<S> <C> <C> <C>
REVENUES
Minimum Rents $ 27,220,274 $ 10,659,453 $37,879,727
Percentage Rents 1,122,964 140,492 1,263,456
Recoveries from tenants 13,273,742 1,499,303 14,773,045
Interest and other 594,456 87,428 681,884
--------------------------------------------------------------
Total Revenues 42,211,436 12,386,676 54,598,112
--------------------------------------------------------------
EXPENSES
Recoverable operating expenses 8,444,299 759,036 9,203,335
Other operating 721,028 126,169 847,197
Real estate taxes 4,559,915 974,658 5,534,573
General and administrative expenses 3,583,766 247,901 3,831,667
Interest expense 9,589,044 7,912,906 17,501,950
Depreciation and amortization 5,691,138 2,304,269 7,995,407
Spin-off and other expenses 0 0 0
--------------------------------------------------------------
Total Expenses 32,589,190 12,324,939 44,914,129
--------------------------------------------------------------
Operating Income 9,622,246 61,737 9,683,983
Loss from unconsolidated entities (240,257) 0 (240,257)
--------------------------------------------------------------
Income before Minority Interest 9,381,989 61,737 9,443,726
Minority Interest 2,499,981 16,453 2,516,434
--------------------------------------------------------------
Net Income $ 6,882,008 $ 45,284 $ 6,927,292
==============================================================
Net Income per share $ 0.97 - $ 0.97
==============================================================
Weighted average shares outstanding 7,123,000 - 7,123,000
==============================================================
</TABLE>
See Notes and Significant Assumptions to Unaudited Pro Forma Financial
Information
10
<PAGE> 11
RAMCO-GERSHENSON PROPERTIES TRUST
NOTES AND SIGNIFICANT ASSUMPTIONS
TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
Year Ended December 31, 1996 and the Nine Months Ended September 30, 1997
NOTE (A)
SOUTHEAST PORTFOLIO ADJUSTMENTS
On October 30, 1997, Ramco-Gershenson Properties Trust (the "Company") through
Ramco-Gershenson Properties, L.P. (the "Operating Partnership") completed the
acquisition of 15 shopping center properties (the "Southeast Portfolio").
The properties were acquired for approximately $124.5 million from various
pension funds (the "Sellers") that are advised by DRA Advisors, Inc., a New
York based pension fund advisor. In negotiating the purchase price, the
Operating Partnership considered, among other factors, the properties
historical and anticipated cash flows, the nature and terms of the leases, the
physical condition of the properties, repositioning and expansion
possibilities, and market conditions. The acquisition was financed by
increasing the Operating Partnership's existing revolving credit facility to
$160 million from $75 million, the assumption of an existing $5.9 million
mortgage on one of the acquired properties, and obtaining a new $45 million
term loan. The revolving credit facility bears interest at rates between 137.5
and 162.5 basis points over LIBOR (effective rate of 7.356% as of September 30,
1997) depending on certain debt ratios set forth in the loan agreement. The
interest rate on the term loan is between 250 and 275 basis points over LIBOR
(effective rate of 8.356% as of September 30, 1997), which rate is also
dependent on certain debt ratios. Both the revolving credit facility and the
term loan mature May 1, 1999, and, under certain circumstances, may be extended
to October 2000 at the election of the Operating Partnership. The mortgage
assumed bears interest at the rate of 8.5 % per annum, requires monthly
principal and interest payments, and matures in November 2000.
The purchase price for the acquisition was allocated 10% to land and 90% to
buildings, which will be depreciated over 40 years. The purchase price was
allocated to the assets acquired and liabilities assumed based upon their
estimated fair market value.
The adjustment to net real estate assets consists of the purchase price paid to
the Sellers, capitalized due diligence costs, title premiums, mortgage
prepayment fees, and other direct costs of the transaction.
The adjustment to other assets is the reclassification of the purchase deposit
on the Southeast Portfolio to net real estate assets offset by the capitalized
financing costs of the transaction.
General and administrative expenses were increased $300,000 to reflect the
additional costs expected to be incurred for personnel and other costs relating
to the management of the Southeast Portfolio.
Minority interest represents the Ramco Group's limited partnership interest in
the Operating Partnership. The minority interest percentage ranged between 27%
and 26% during the periods presented.
ADJUSTMENTS FOR OTHER ACQUISITIONS
On May 28, 1997, the Company acquired the Madison Center, a 186,094 square foot
shopping center in Madison Heights, Michigan. The center was acquired for
approximately $7.4 million. On July 30, 1997, the Company acquired Pelican
Plaza, a 106,141 square foot community shopping center/office development in
Sarasota, Florida. The development was acquired for approximately $7.2
million. Both acquisitions were financed using the Company's credit facility.
The purchase price for both acquisitions were allocated 10% to land and 90% to
buildings, which will be depreciated over 40 years. The purchase price was
allocated to the assets acquired and liabilities assumed based upon their
estimated fair market value. Pro forma revenues and expenses, other than
interest and depreciation are based on information provided by the sellers of
the properties.
11
<PAGE> 12
RAMCO-GERSHENSON PROPERTIES TRUST
NOTES AND SIGNIFICANT ASSUMPTIONS
TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
Year Ended December 31, 1996 and the Nine Months Ended September 30, 1997
NOTE (A)
ADJUSTMENTS FOR OTHER ACQUISITIONS
Pro forma revenues and expenses are included for the year ended December 31,
1996 and for the period beginning January 1, 1997 and ending on the respective
center's acquisition date.
Minority interest represents the Ramco Group's limited partnership interest in
the Operating Partnership. The minority interest percentage ranged between 27%
and 26% during the periods presented.
NOTE (B)
PRO FORMA ADJUSTMENTS PREVIOUSLY REPORTED
The Company in its Annual Report on Form 10-K for the year ended December 31,
1996 had previously reported the effects of (i) the Ramco Acquisition; (ii) the
spin-off of Atlantic Realty Trust and (iii) the Property Acquisitions made
during 1996.
12
<PAGE> 13
RAMCO-GERSHENSON PROPERTIES TRUST
STATEMENT OF ESTIMATED TAXABLE OPERATING
RESULTS OF THE SOUTHEAST PORTFOLIO AND ESTIMATED CASH TO BE MADE
AVAILABLE BY OPERATIONS OF THE SOUTHEAST PORTFOLIO
For the twelve-month period ended September 30, 1997
(unaudited)
<TABLE>
<S> <C>
- ---------------------------------------------------------------
Revenues $14,823,849
- ---------------------------------------------------------------
Operating Costs:
Recoverable expenses 2,056,432
Other operating 145,461
General and administrative 300,000
Interest 9,375,132
Depreciation and amortization 2,843,075
- ---------------------------------------------------------------
Total Operating Costs 14,720,100
- ---------------------------------------------------------------
Estimated taxable operating income 103,749
- ---------------------------------------------------------------
Add back depreciation and amortization 2,843,075
- ---------------------------------------------------------------
Estimated cash to be made available by operations $ 2,946,824
===============================================================
</TABLE>
Note:
This statement of estimated taxable operating results and estimated cash to be
made available from operations is an estimate of operating results of the
Southeast Portfolio for a period of twelve months and does not purport to
reflect actual results for any period.
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
RAMCO-GERSHENSON PROPERTIES TRUST
Date: January 13, 1998 By: /s/ Dennis E. Gershenson
---------------------------------
Dennis E. Gershenson
President and Trustee
(Chief Executive Officer)
14
<PAGE> 15
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
23.1 Consent of Deloitte & Touche LLP.
15
<PAGE> 1
EXHIBIT 23.1
[DELOITTE & TOUCHE LLP LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Form S-8 Registration Statement
No. 333-42509 of Ramco-Gershenson Properties Trust of our report dated October
2, 1997, on the Combined Historical Summary of Revenues and Direct Operating
Expenses of the Ramco-Gershenson Southeast Portfolio for the year ended
December 31, 1996 appearing in this current report on Form 8-K/A dated January
13, 1998.
Deloitte & Touche LLP
Detroit, Michigan
January 13, 1998
