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RPT Realty - Quarter Report: 2009 June (Form 10-Q)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
 
FORM 10-Q
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
For the quarterly period ended June 30, 2009
OR
     
o   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
(State or other jurisdiction
of incorporation or organization)
  13-6908486
(I.R.S. Employer
Identification Number)
     
31500 Northwestern Highway
Farmington Hills, Michigan
  48334
(Address of principal executive offices)   (Zip code)
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 þ No o
     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer oAccelerated filer þ 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 in Rule 12b-2 of the Exchange Act)
Yes o No þ
     Number of common shares of beneficial interest ($0.01 par value) of the registrant outstanding as of July 27, 2009: 18,710,476
 
 

 


 

INDEX
             
        Page No.
 
           
 
  PART I — FINANCIAL INFORMATION        
 
           
  Financial Statements        
 
  Consolidated Balance Sheets — June 30, 2009 (Unaudited) and December 31, 2008     3  
 
           
 
  Consolidated Statements of Income and Comprehensive Income — Three Months and Six Months Ended June 30, 2009 and 2008 (Unaudited)     4  
 
           
 
  Consolidated Statements of Cash Flows — Six Months Ended June 30, 2009 and 2008 (Unaudited)     5  
 
           
 
  Notes to Consolidated Financial Statements     6  
 
           
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     20  
 
           
  Quantitative and Qualitative Disclosures About Market Risk     31  
 
           
  Controls and Procedures     32  
 
           
 
  PART II — OTHER INFORMATION        
 
           
  Legal Proceedings     33  
 
           
  Risk Factors     33  
 
           
  Submission of Matters to a Vote of Security Holders     33  
 
           
  Exhibits     34  
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2

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PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED BALANCE SHEETS
                 
    June 30,     December 31,  
    2009     2008  
    (Unaudited)        
    (In thousands, except per  
    share amounts)  
ASSETS
               
Investment in real estate, net
  $ 826,296     $ 830,392  
Cash and cash equivalents
    7,818       5,295  
Restricted cash
    5,202       4,891  
Accounts receivable, net
    33,665       40,736  
Equity investments in and advances to unconsolidated entities
    104,623       95,867  
Other assets, net
    35,718       37,345  
 
           
 
               
Total Assets
  $ 1,013,322     $ 1,014,526  
 
           
 
               
LIABILITIES
               
Mortgages and notes payable
  $ 662,176     $ 662,601  
Accounts payable and accrued expenses
    30,273       26,751  
Distributions payable
    4,958       4,945  
Capital lease obligation
    7,060       7,191  
 
           
 
               
Total Liabilities
    704,467       701,488  
 
               
SHAREHOLDERS’ EQUITY
               
Ramco-Gershenson Properties Trust (“RPT”) shareholders’ equity:
               
Common Shares of Beneficial Interest, par value $0.01, 45,000 shares authorized; 18,710 and 18,583 issued and outstanding as of June 30, 2009 and December 31, 2008, respectively
    187       185  
Additional paid-in capital
    390,105       389,528  
Accumulated other comprehensive loss
    (3,151 )     (3,851 )
Cumulative distributions in excess of net income
    (117,508 )     (112,671 )
 
           
Total RPT Shareholders’ Equity
    269,633       273,191  
Noncontrolling interest in subsidiaries
    39,222       39,847  
 
           
Total Shareholders’ Equity
    308,855       313,038  
 
               
 
           
Total Liabilities and Shareholders’ Equity
  $ 1,013,322     $ 1,014,526  
 
           
See notes to consolidated financial statements.

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RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2009     2008     2009     2008  
    (Unaudited)  
    (In thousands, except per share amounts)  
REVENUES:
                               
Minimum rents
  $ 21,215     $ 23,101     $ 42,594     $ 46,122  
Percentage rents
    27       133       280       497  
Recoveries from tenants
    9,890       10,313       20,537       21,396  
Fees and management income
    1,497       1,930       2,626       3,352  
Other income
    1,000       495       1,353       980  
 
                       
Total revenues
    33,629       35,972       67,390       72,347  
 
                       
EXPENSES:
                               
Real estate taxes
    4,697       4,805       9,407       9,652  
Recoverable operating expenses
    5,558       5,500       11,561       12,083  
Depreciation and amortization
    7,876       7,880       15,669       15,835  
Other operating
    656       1,013       1,920       2,061  
General and administrative
    5,364       4,820       9,489       8,625  
Interest expense
    7,904       8,893       16,008       18,672  
 
                       
Total expenses
    32,055       32,911       64,054       66,928  
 
                       
Income from continuing operations before gain on sale of real estate assets and earnings from unconsolidated entities
    1,574       3,061       3,336       5,419  
Gain on sale of real estate assets
    53       103       401       10,287  
Income from unconsolidated entities
    337       769       857       1,666  
 
                       
Income from continuing operations
    1,964       3,933       4,594       17,372  
 
                       
Discontinued operations:
                               
Loss on sale of real estate assets
          (463 )           (463 )
Income from operations
          108             205  
 
                       
Loss from discontinued operations
          (355 )           (258 )
 
                       
Net Income
    1,964       3,578       4,594       17,114  
Less: Net income attributable to the noncontrolling interest in subsidiaries
    (401 )     (594 )     (781 )     (2,685 )
 
                       
Net income attributable to RPT common shareholders
  $ 1,563     $ 2,984     $ 3,813     $ 14,429  
 
                       
 
                               
Basic earnings per RPT common share:
                               
Income from continuing operations attributable to RPT common shareholders
  $ 0.08     $ 0.18     $ 0.20     $ 0.79  
Loss from discontinued operations attributable to RPT common shareholders
          (0.02 )           (0.01 )
 
                       
Net income attributable to RPT common shareholders
  $ 0.08     $ 0.16     $ 0.20     $ 0.78  
 
                       
 
                               
Diluted earnings per RPT common share:
                               
Income from continuing operations attributable to RPT common shareholders
  $ 0.08     $ 0.18     $ 0.20     $ 0.79  
Loss from discontinued operations attributable to RPT common shareholders
          (0.02 )           (0.01 )
 
                       
Net income attributable to RPT common shareholders
  $ 0.08     $ 0.16     $ 0.20     $ 0.78  
 
                       
 
Basic weighted average common shares outstanding
    18,699       18,478       18,654       18,477  
 
                       
Diluted weighted average common shares outstanding
    18,699       18,490       18,654       18,489  
 
                       
 
                               
AMOUNTS ATTRIBUTABLE TO RPT COMMON SHAREHOLDERS:
                               
Income from continuing operations
  $ 1,563     $ 3,291     $ 3,813     $ 14,652  
Loss from discontinued operations
          (307 )           (223 )
 
                       
Net income
  $ 1,563     $ 2,984     $ 3,813     $ 14,429  
 
                       
 
                               
COMPREHENSIVE INCOME
                               
Net income
  $ 1,563     $ 2,984     $ 3,813     $ 14,429  
Other comprehensive loss:
                               
Unrealized gain on interest rate swaps
    542       2,828       700       1,024  
 
                       
Comprehensive income
    2,105       5,812       4,513       15,453  
Comprehensive income attributable to the noncontrolling interest in subsidiaries
    74       385       95       140  
 
                       
Comprehensive income attributable to RPT
  $ 2,179     $ 6,197     $ 4,608     $ 15,593  
 
                       
See notes to consolidated financial statements.

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RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
                 
    For the Six Months  
    Ended June 30,  
    2009     2008  
    (Unaudited)  
    (In thousands)  
Cash Flows from Operating Activities:
               
Net income attributable to RPT common shareholders
  $ 3,813     $ 14,429  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    15,669       15,835  
Amortization of deferred financing costs
    345       436  
Gain on sale of real estate assets
    (401 )     (10,287 )
Earnings from unconsolidated entities
    (857 )     (1,666 )
Discontinued operations
          (205 )
Noncontrolling interest in subsidiaries
    781       2,685  
Distributions received from unconsolidated entities
    2,358       4,095  
Changes in operating assets and liabilities that (used) provided cash:
               
Accounts receivable
    (609 )     (3,069 )
Other assets
    498       (2,526 )
Accounts payable and accrued expenses
    5,074       (6,145 )
 
           
Net Cash Provided by Continuing Operating Activities
    26,671       13,582  
Loss on sale of Discontinued Operations
          463  
Operating Cash from Discontinued Operations
          205  
 
           
Net Cash Provided by Operating Activities
    26,671       14,250  
 
           
 
               
Cash Flows from Investing Activities:
               
Real estate developed or acquired, net of liabilities assumed
    (11,155 )     (35,969 )
Investment in and advances to unconsolidated entities, net
    (3,110 )     (1,846 )
Proceeds from sales of real estate assets
    1,207       4,970  
Increase in restricted cash
    (311 )     (1,713 )
Repayment of note receivable from joint venture
          23,249  
 
           
Net Cash Used in Investing Activities
    (13,369 )     (11,309 )
Investing Cash from Discontinued Operations
          9,157  
 
           
Net Cash Used in Investing Activities
    (13,369 )     (2,152 )
 
           
 
               
Cash Flows from Financing Activities:
               
Cash distributions to shareholders
    (8,640 )     (17,074 )
Cash distributions to operating partnership unit holders
    (1,350 )     (3,360 )
Paydown of mortgages and notes payable
    (10,624 )     (81,052 )
Payment of deferred financing costs
    (180 )     (56 )
Distributions to noncontrolling partners
    (54 )     (28 )
Borrowings on mortgages and notes payable
    10,200       81,250  
Reduction of capital lease obligation
    (131 )     (124 )
Proceeds from exercise of stock options
          39  
 
           
Net Cash Used in Financing Activities
    (10,779 )     (20,405 )
 
           
Net Increase (Decrease) in Cash and Cash Equivalents
    2,523       (8,307 )
Cash and Cash Equivalents, Beginning of Period
    5,295       14,977  
 
           
Cash and Cash Equivalents, End of Period
  $ 7,818     $ 6,670  
 
           
 
               
Supplemental Cash Flow Disclosure, including Non-Cash Activities:
               
Cash paid for interest during the period
  $ 14,436     $ 18,219  
Cash paid for federal income taxes
    341       5,797  
Capitalized interest
    815       1,319  
Increase in fair value of interest rate swaps
    700       1,024  
Reclassification of note receivable from joint venture
    7,680        
Decrease in deferred gain on sale of property
          11,678  
See notes to consolidated financial statements.

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RAMCO-GERSHENSON PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
1. Organization and Basis of Presentation
     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 June 30, 2009, the Company owned and managed a portfolio of 89 shopping centers, with approximately 19.8 million 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.
     The accompanying consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in audited financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission. These consolidated financial statements, in the opinion of management, include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the periods and dates presented. Interim operating results are not necessarily indicative of operating results for the full year.
     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. (86.5% and 86.4% owned by the Company at June 30, 2009 and December 31, 2008, respectively), and all wholly owned subsidiaries, including bankruptcy remote single purpose entities and all majority owned joint ventures over which the Company has control. The Operating Partnership owns 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. Investments in real estate joint ventures 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 from these joint ventures is included in consolidated net income. All intercompany accounts and transactions have been eliminated in consolidation.
     New Accounting Pronouncements
     In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement No. 160 “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary, previously referred to as a minority interest. This statement requires noncontrolling interests to be treated as a separate component of equity, not as a liability or other item outside of permanent equity. Consolidated net income and comprehensive income is required to include the noncontrolling interest’s share. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. The Company adopted the provisions of SFAS 160 in the first quarter of 2009. Certain presentation requirements of the standard were applied retrospectively.

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     In March 2008, the FASB issued Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 requires entities that utilize derivative instruments to provide qualitative disclosures about their objectives and strategies for using such instruments, as well as any details of credit-risk-related contingent features contained within derivatives. SFAS 161 also requires entities to disclose additional information about the amounts and location of derivatives included within the financial statements, how the provisions of SFAS 133 have been applied, and the impact that hedges have on an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Company implemented the provisions of SFAS 161 in the first quarter of 2009. The application of SFAS 161 did not have a material effect on the Company’s results of operations or financial position because it only included new disclosure requirements. Refer to Note 8 for further information.
     In June 2008, the FASB issued FASB Staff Position No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1 clarifies that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are considered participating securities and should be included in the calculation of basic earnings per share using the two-class method prescribed by SFAS No. 128, “Earnings Per Share”. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. All prior period earnings per share amounts presented are required to be adjusted retrospectively. Accordingly, the Company adopted the provisions of FSP EITF 03-6-1 in the first quarter of 2009. The adoption of the provisions of FSP EITF 03-6-1 did not have a material effect on the Company’s consolidated financial condition, results of operations, or cash flows. Refer to Note 9 for the calculation of earnings per share.
     In April 2009, the FASB issued FASB Staff Position No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”. This Staff Position clarifies the application of FASB Statement No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. Additionally, FASB Staff Position No. 157-4 emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. The guidance in this Staff Position is effective for interim and annual reporting periods ending after June 15, 2009, and must be applied prospectively. The Company is currently evaluating the application of Staff Position No. 157-4, but does not expect the standard to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.
     In May 2009, the FASB issued Statement No. 165, “Subsequent Events” (“SFAS 165”). SFAS 165 requires that an entity shall recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. The standard also requires entities to disclose the date through which subsequent events have been evaluated, as well as whether that date is the date the financial statements were issued or the date the financial statements were available to be issued. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009, and is to be applied prospectively. Accordingly, the Company adopted the provisions of SFAS in the second quarter of 2009. The adoption of the provisions of SFAS 165 did not have a material effect on the Company’s consolidated financial condition, results of operations, or cash flows. Refer to Note 14 for the Company’s disclosure on subsequent events.
     In June 2009, the FASB issued Statement No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162” (“SFAS 168”). SFAS 168, or the FASB Accounting Standards Codification (“Codification”), will become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. On the effective date of SFAS 168, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company does not expect the standard to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

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2. Accounts Receivable, Net
     Accounts receivable includes $17,242 and $17,605 of unbilled straight-line rent receivables at June 30, 2009 and December 31, 2008, respectively.
     The Company provides for bad debt expense based upon the allowance method of accounting. The Company monitors the collectability of its accounts receivable (billed and unbilled, including 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 doubtful accounts. When tenants are in bankruptcy, the Company makes estimates of the expected recovery of pre-petition and post-petition claims. The ultimate resolution of these claims can be delayed for one year or longer. Accounts receivable in the accompanying balance sheets is shown net of an allowance for doubtful accounts of $3,845 and $4,287 at June 30, 2009 and December 31, 2008, respectively.
     Accounts receivable at June 30, 2009 and December 31, 2008 includes $1,800 and $2,258, respectively, due from Atlantic Realty Trust (“Atlantic”) for reimbursement of tax deficiencies, interest and other miscellaneous expenses 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 June 30, 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.
3. Investment in Real Estate, Net
     Investment in real estate consisted of the following:
                 
    June 30,     December 31,  
    2009     2008  
    (Unaudited)          
 
               
Land
  $ 144,191     $ 144,422  
Buildings and improvements
    833,294       813,705  
Construction in progress
    35,233       46,982  
 
           
 
    1,012,718       1,005,109  
Less: accumulated depreciation
    (186,422 )     (174,717 )
 
           
Investment in real estate, net
  $ 826,296     $ 830,392  
 
           

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4. Equity Investments in and Advances to Unconsolidated Entities
     As of June 30, 2009, the Company had investments in the following unconsolidated entities:
                         
            Total Assets     Total Assets  
    Ownership as of     as of     as of  
Entity Name   June 30, 2009     June 30, 2009     December 31, 2008  
            (Unaudited)          
 
                       
S-12 Associates
    50 %   $ 669     $ 661  
Ramco/West Acres LLC
    40 %     9,822       9,877  
Ramco/Shenandoah LLC
    40 %     15,539       15,592  
Ramco/Lion Venture LP
    30 %     536,607       536,446  
Ramco 450 Venture LLC
    20 %     365,692       362,885  
Ramco 191 LLC
    20 %     23,780       23,240  
Ramco RM Hartland SC LLC
    20 %     20,985       19,760  
Ramco HHF KL LLC
    7 %     51,827       52,461  
Ramco HHF NP LLC
    7 %     27,759       28,126  
Ramco Jacksonville North Industrial LLC
    5 %     1,267       1,257  
 
                   
 
          $ 1,053,947     $ 1,050,305  
 
                   
Debt
     The Company’s unconsolidated entities had the following debt outstanding at June 30, 2009 (unaudited):
                         
    Balance     Interest        
Entity Name   Outstanding     Rate     Maturity Date  
 
                       
S-12 Associates
  $ 858       7.3 %   May 2016 (1)
Ramco/West Acres LLC
    8,639       8.1 %   April 2010 (2)
Ramco/Shenandoah LLC
    11,965       7.3 %   February 2012
Ramco/Lion Venture LP
    271,286       4.6% - 8.3 %   Various (3)
Ramco 450 Venture LLC
    217,272       5.3% - 6.5 %   Various (4)
Ramco 191 LLC
    8,750       1.8 %   June 2010
Ramco RM Hartland SC LLC
    8,505       3.3 %   July 2009
Ramco RM Hartland SC LLC
    6,942       13.0 %   October 2009
Ramco Jacksonville North Industrial LLC
    738       2.6 %   September 2009
 
                     
 
  $ 534,955                  
 
                     
 
(1)   Interest rate resets annually per formula.
 
(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 November 2009 to June 2020.
 
(4)   Interest rates range from 5.3% to 6.5% with maturities ranging from February 2011 to January 2018.

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Fees and Management Income from Transactions with Joint Ventures
     Under the terms of agreements with certain joint ventures, the Company is the manager of the joint ventures and their properties, earning fees for acquisitions, development, management, leasing, and financing. The fees earned by the Company, which are reported in the consolidated statements of income as fees and management income, are summarized as follows:
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2009     2008     2009     2008  
    (Unaudited)     (Unaudited)  
 
                               
Management fees
  $ 712     $ 682     $ 1,441     $ 1,379  
Leasing fees
    306       246       416       384  
Acquisition and development fees
    150       227       271       297  
Financing fees
    58       170       68       193  
 
                       
Total
  $ 1,226     $ 1,325     $ 2,196     $ 2,253  
 
                       
Combined Condensed Financial Information
     Combined condensed financial information for the Company’s unconsolidated entities is summarized as follows:
                 
    June 30,     December 31,  
    2009     2008  
    (Unaudited)          
 
               
ASSETS
               
Investment in real estate, net
  $ 1,010,234     $ 1,012,752  
Other assets
    43,713       37,553  
 
           
Total Assets
  $ 1,053,947     $ 1,050,305  
 
           
 
LIABILITIES AND OWNERS’ EQUITY
               
Mortgage notes payable
  $ 534,955     $ 540,766  
Other liabilities
    30,300       25,641  
Owners’ equity
    488,692       483,898  
 
           
Total Liabilities and Owners’ Equity
  $ 1,053,947     $ 1,050,305  
 
           
 
Company’s equity investments in and advances to unconsolidated entities
  $ 104,623     $ 95,867  
 
           
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2009     2008     2009     2008  
    (Unaudited)     (Unaudited)  
 
 
TOTAL REVENUES
  $ 24,802     $ 23,491     $ 50,287     $ 48,003  
TOTAL EXPENSES
    23,374       20,416       46,733       41,107  
 
                       
Net income
  $ 1,428     $ 3,075     $ 3,554     $ 6,896  
 
                       
Company’s share of earnings from unconsolidated entities
  $ 337     $ 769     $ 857     $ 1,666  
 
                       

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5. Other Assets, Net
     Other assets consisted of the following:
                 
    June 30,     December 31,  
    2009     2008  
    (Unaudited)          
 
               
Leasing costs
  $ 39,898     $ 38,980  
Intangible assets
    5,836       5,836  
Deferred financing costs
    6,036       6,626  
Other
    5,975       5,904  
 
           
 
    57,745       57,346  
Less: accumulated amortization
    (36,500 )     (34,320 )
 
           
 
    21,245       23,026  
Prepaid expenses and other
    13,244       12,967  
Proposed development and acquisition costs
    1,229       1,352  
 
           
Other assets, net
  $ 35,718     $ 37,345  
 
           
     Intangible assets at June 30, 2009 include $4,526 of lease origination costs and $1,228 of favorable leases related to the allocation of the purchase price for acquisitions made since 2002. These assets are being amortized over the lives of the applicable leases as reductions or additions to minimum rent revenue, as appropriate, over the initial terms of the respective leases.
     At June 30, 2009 and 2008, $1,750 and $2,605, respectively, of intangible assets, net of accumulated amortization of $4,004 and $3,870, respectively, were included in other assets in the consolidated balance sheets. Included in net intangible assets at June 30, 2009 and 2008, were approximately $1,361 and $2,076, respectively, of lease origination costs and $389 and $529, respectively, of above-market leases. Included in accounts payable and accrued expenses at June 30, 2009 and 2008 were intangible liabilities related to below-market leases of $623 and $939, respectively, and an adjustment to increase debt to fair market value in the amount of $433 and $749, respectively. The lease-related intangible assets and liabilities are being amortized over the terms of the acquired leases, which resulted in additional expense of approximately $61 and $64, respectively, and an increase in revenue of $83 and $113, respectively, for the six months ended June 30, 2009 and 2008. The adjustment of debt decreased interest expense by $155 and $93 for the six months ended June 30, 2009 and 2008, respectively.
     The average amortization period for intangible assets attributable to lease origination costs and for favorable leases is 5.5 years and 4.5 years, respectively.
     The Company recorded amortization of deferred financing costs of $345 and $436, respectively, during the six months ended June 30, 2009 and 2008. This amortization has been recorded as interest expense in the Company’s consolidated statements of income.

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     The following table represents estimated future amortization expense related to other assets as of June 30, 2009 (unaudited):
         
Year Ending December 31,        
 
       
2009 (July 1 — December 31)
  $ 3,206  
2010
    4,620  
2011
    3,694  
2012
    2,847  
2013
    2,169  
Thereafter
    4,709  
 
     
Total
  $ 21,245  
 
     
6. Mortgages and Notes Payable
     Mortgages and notes payable consisted of the following:
                 
    June 30,     December 31,  
    2009     2008  
    (Unaudited)          
Fixed rate mortgages with interest rates ranging from 4.8% to 8.1%, due at various dates from December 2009 through May 2018
  $ 352,084     $ 354,253  
 
               
Floating rate mortgages with interest rates ranging from 3.1% to 5.3%, due at various dates from November 2009 through June 2011
    14,667       15,023  
 
               
Secured Revolving Credit Facility, with an interest rate at LIBOR plus 325 basis points due December 2009. The effective rate at June 30, 2009 and December 31, 2008 was 3.6% and 4.3%, respectively
    40,000       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 rate becomes LIBOR plus 330 basis points. The effective rate at both June 30, 2009 and December 31, 2008 was 7.9%
    28,125       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 June 30, 2009 and December 31, 2008 was 4.6% and 5.7%, respectively
    100,000       100,000  
 
               
Unsecured Revolving Credit Facility, with an interest rate at LIBOR plus 115 to 150 basis points, due December 2009, maximum borrowings $150,000. The effective rate at June 30, 2009 and December 31, 2008 was 1.7% and 3.0%, respectively
    127,300       125,200  
 
               
 
           
 
  $ 662,176     $ 662,601  
 
           
     The mortgage notes, both fixed rate and floating rate, are secured by mortgages on properties that have an approximate net book value of $443,252 as of June 30, 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 2009 and bears interest at a rate equal to LIBOR plus 115 to 150 basis points, depending on certain debt ratios. Additionally, the Company has a $40,000 revolving credit facility secured by The Towne Center at Aquia, that matures in December 2009 and bears interest at a rate equal to LIBOR plus 325 basis points, depending on certain debt ratios. The Company retains the option to extend the maturity date of both the unsecured revolving credit facility and the $40,000 revolving credit facility secured by The Towne Center at Aquia to December 2010.
     It is anticipated that funds borrowed under the aforementioned Credit Facilities will be used for general corporate purposes, including working capital, capital expenditures, the repayment of indebtedness or other corporate activities.

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     In June 2009, the Company extended the maturity date of the $7,387 variable rate mortgage securing the Gaines Marketplace shopping center to June 2011.
     At June 30, 2009, outstanding letters of credit issued under the Credit Facility, not reflected in the accompanying consolidated balance sheets, totaled approximately $1,776. These letters of credit reduce the availability under the Credit Facility.
     The Credit Facility and the secured term loan contain financial covenants relating to total leverage, fixed charge coverage ratio, loan to asset value, tangible net worth and various other calculations. As of June 30, 2009, 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 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, including 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 $100,000 at June 30, 2009. Based on rates in effect at June 30, 2009, the agreements provide for fixed rates ranging from 4.4% to 4.7% and expire December 2010.
The following table presents scheduled principal payments on mortgages and notes payable as of June 30, 2009 (unaudited):
         
Year Ending December 31,        
 
       
2009 (July 1 — December 31)
  $ 199,984  
2010
    126,736  
2011
    35,071  
2012
    34,011  
2013
    33,485  
Thereafter
    232,889  
 
     
Total
  $ 662,176  
 
     
     With respect to the various fixed rate and floating rate mortgages, it is the Company’s intent to refinance these mortgages upon or prior to their maturities. Even though the Company has the option to extend the maturities of the unsecured revolving credit facility and the $40,000 revolving credit facility secured by The Towne Center at Aquia until December 2010, we have been proactive with our bank group to replace the debt well in advance of maturity. The Company has agreed in principle on the material terms for a new $150,000 revolving credit facility and a $100,000 term loan, both of which are expected to be secured by approximately 33 assets that are currently unencumbered, as well as a new $40,000 revolving credit facility secured by The Town Center at Aquia. The material terms of the new credit facilities have been agreed to by the lead arranging bank and administrative agent. To date, the Company has received commitments from the participants in the new credit facilities on a significant portion of the total requirement. Subject to documentation, due diligence, and customary conditions, the Company expects to close on the new credit facilities late third quarter or early fourth quarter of 2009. Although the Company expects to refinance the debt mentioned above, there can be no assurance that the Company will be able to refinance its debt on commercially reasonable or any other terms.

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by the lead arranging bank and administrative agent. To date, the Company has received commitments from the participants in the new credit facilities on a significant portion of the total requirement. Subject to documentation, due diligence, and customary conditions, the Company expects to close on the new credit facilities late third quarter or early fourth quarter of 2009. Although the Company expects to refinance the debt mentioned above, there can be no assurance that the Company will be able to refinance its debt on commercially reasonable or any other terms.
7. Fair Value
     The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Derivative instruments (interest rate swaps) are recorded at fair value on a recurring basis. Additionally, the Company, from time to time, may be required to record certain assets, such as impaired real estate assets, at fair value on a nonrecurring basis.
Fair Value Hierarchy
     As required under SFAS 157, the Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.
     These levels are:
  Level 1     Valuation is based upon quoted prices for identical instruments traded in active markets.
 
  Level 2     Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
 
  Level 3     Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability.
     The following is a description of valuation methodologies used for the Company’s assets and liabilities recorded at fair value.
     Derivative Assets and Liabilities
     All derivative instruments held by the Company are interest rate swaps for which quoted market prices are not readily available. For those derivatives, the Company measures fair value on a recurring basis using valuation models that use primarily market observable inputs, such as yield curves. The Company classifies derivative instruments as recurring Level 2.
     Real Estate Assets
     Real estate assets are subject to impairment testing on a nonrecurring basis. The Company records investments in real estate at cost, less accumulated depreciation. When the fair value of a real estate asset is lower than the cost, the asset is considered impaired and is written down to fair value. The Company utilizes cash flow analyses by applying appropriate discount rates, and other valuation techniques, including management’s analysis of comparable properties in the existing portfolio and observable market prices to determine the fair value of its shopping centers. As such, the Company classifies impaired real estate assets as nonrecurring Level 3.
     Assets and Liabilities Recorded at Fair Value on a Recurring Basis
     The table below presents the recorded amount of liabilities measured at fair value on a recurring basis as of June 30, 2009 (in thousands). The Company did not have any material assets that were required to be measured at fair value on a recurring basis at June 30, 2009.

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    Total                    
    Fair Value     Level 1     Level 2     Level 3  
Liabilities
                               
Derivative liabilities (1)
    ($3,151 )   $       ($3,151 )   $  
 
                       
 
(1)   Interest rate swaps
     Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
     The table below presents the recorded amount of assets measured at fair value on a nonrecurring basis as of June 30, 2009 (in thousands). The Company did not have any material liabilities that were required to be measured at fair value on a nonrecurring basis at June 30, 2009.
                                 
    Total                    
    Fair Value     Level 1     Level 2     Level 3  
Assets
                               
Investments in real estate, net (1)
  $ 3,000     $     $     $ 3,000  
 
                       
 
(1)   Impaired real estate assets
8. Derivative Financial Instruments
     As of June 30, 2009, the Company had $100,000 of interest rate swap agreements. 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 June 30, 2009, the agreements provide for fixed rates ranging from 4.4% to 4.7% on a portion of the Company’s unsecured credit facility and expire December 2010.
     On the date the Company enters into an interest rate swap for risk management purposes, the derivative is designated 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 June 30, 2009:
                                     
    Hedge   Notional     Fixed     Fair     Expiration
Underlying Debt   Type   Value     Rate     Value     Date
 
                                   
Credit Facility
  Cash Flow   $ 20,000       4.4 %   $ (581 )     12/2010  
Credit Facility
  Cash Flow     10,000       4.6 %     (315 )     12/2010  
Credit Facility
  Cash Flow     10,000       4.6 %     (315 )     12/2010  
Credit Facility
  Cash Flow     10,000       4.6 %     (307 )     12/2010  
Credit Facility
  Cash Flow     10,000       4.6 %     (307 )     12/2010  
Credit Facility
  Cash Flow     20,000       4.7 %     (663 )     12/2010  
Credit Facility
  Cash Flow     20,000       4.7 %     (663 )     12/2010  
 
                               
 
      $ 100,000             $ (3,151 )        
 
                               

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     The following table presents the fair values of derivative financial instruments in the Company’s consolidated balance sheets as of June 30, 2009 and December 31, 2008, respectively:
                                      
    Liability Derivatives  
    June 30, 2009     December 31, 2008  
            (Unaudited)              
Derivatives Designated as Hedging   Balance Sheet     Fair     Balance Sheet     Fair  
Instruments under SFAS 133   Location     Value     Location     Value  
 
                               
Interest rate contracts
  Accounts payable and
accrued expenses
  $ (3,151 )   Accounts payable and
accrued expenses
  $ (3,851 )
 
                           
 
                               
Total
          $ (3,151 )           $ (3,851 )
 
                           
     The effect of derivative financial instruments on the Company’s consolidated statements of income for the six months ended June 30, 2009 and 2008, is summarized as follows:
                                         
                    Location of     Amount of Gain (Loss)  
    Amount of Gain (Loss)     Gain (Loss)     Reclassified from  
Derivatives in   Recognized in OCI on Derivative     Reclassified from     Accumulated OCI into  
SFAS 133   (Effective Portion)     Accumulated OCI     Income (Effective Portion)  
Cash Flow Hedging   Six Months Ended June 30,     into Income     Six Months Ended June 30,  
Relationship   2009     2008     (Effective Portion)     2009     2008  
 
                                       
Interest rate contracts
  $ 700     $ 1,024     Interest Expense   $ (1,390 )   $ (551 )
 
                               
 
                                       
Total
  $ 700     $ 1,024             $ (1,390 )   $ (551 )
 
                               

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9. Earnings Per Common Share
     The following table sets forth the computation of basic and diluted earnings per common share (“EPS”) (in thousands, except per share data):
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2009     2008     2009     2008  
    (Unaudited)     (Unaudited)  
Numerator:
                               
Income from continuing operations before noncontrolling interest
  $ 1,964     $ 3,933     $ 4,594     $ 17,372  
Noncontrolling interest in subsidiaries from continuing operations
    (401 )     (642 )     (781 )     (2,720 )
 
                       
Income from continuing operations available to RPT common shareholders
    1,563       3,291       3,813       14,652  
Discontinued operations, net of noncontrolling interest in subsidiaries:
                               
Loss on sale of real estate assets
          (400 )           (400 )
Income from operations
          93             177  
 
                       
Net income available to RPT common shareholders
  $ 1,563     $ 2,984     $ 3,813     $ 14,429  
 
                       
 
                               
Denominator:
                               
Weighted-average common shares for basic EPS
    18,699       18,478       18,654       18,477  
Effect of dilutive securities:
                               
Options outstanding
          12             12  
 
                       
Weighted-average common shares for diluted EPS
    18,699       18,490       18,654       18,489  
 
                       
 
                               
Basic EPS:
                               
Income from continuing operations attributable to RPT common shareholders
  $ 0.08     $ 0.18     $ 0.20     $ 0.79  
Loss from discontinued operations attributable to RPT common shareholders
          (0.02 )           (0.01 )
 
                       
Net income attributable to RPT common shareholders
  $ 0.08     $ 0.16     $ 0.20     $ 0.78  
 
                       
 
                               
Diluted EPS:
                               
Income from continuing operations attributable to RPT common shareholders
  $ 0.08     $ 0.18     $ 0.20     $ 0.79  
Loss from discontinued operations attributable to RPT common shareholders
          (0.02 )           (0.01 )
 
                       
Net income attributable to RPT common shareholders
  $ 0.08     $ 0.16     $ 0.20     $ 0.78  
 
                       
10. Shareholder Rights Plan
     Our Board of Trustees has the authority to issue Preferred Shares and to determine the price, rights (including conversion rights), preferences and privileges of those shares without any further vote or action by the shareholders. Consistent with this authority, in March 2009, our Board of Trustees adopted for a one-year term a Shareholder Rights Plan (the “Rights Plan”) in which one purchase right was distributed as a dividend on each share of common share held of record as of the close of business on April 10, 2009 (the “Rights”). If exercisable, each Right will entitle its holder to purchase from the Company one one-thousandth of a share of a newly created Series A Junior Participating Preferred Shares of beneficial interest, par value $0.01 per share, of the Company for $30.00 (the “Purchase Price”). The Rights will become exercisable if any person or any of its affiliates or associates, directly or indirectly, becomes the beneficial owner of 15% or more of the Company’s common shares or has commenced a tender or exchange offer which, if consummated, would result in any person or any of its affiliates or associates becoming the beneficial owner of 15% or more of the Company’s common shares. If any person or any of its affiliates or associates becomes the beneficial owner of 15% or more of the Company’s common shares, each right will entitle its holder, other than the acquiring person, to purchase a number of shares of the Company’s or the acquiror’s common share having a value of twice the Purchase Price. The Rights are deemed attached to the certificates representing outstanding common shares of beneficial interest.

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11. Leases
     Approximate future minimum revenues from rentals under noncancelable operating leases in effect at June 30, 2009, assuming no new or renegotiated leases or option extensions on lease agreements, are as follows (unaudited):
         
Year Ending December 31,        
 
       
2009 (July 1 — December 31)
  $ 41,350  
2010
    80,624  
2011
    73,670  
2012
    64,189  
2013
    55,194  
Thereafter
    253,618  
 
     
Total
  $ 568,645  
 
     
     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 $787 and $755 for the six months ended June 30, 2009 and 2008, respectively.
     Approximate future minimum rental payments under the Company’s noncancelable office leases and land, assuming no options extensions, and a capital ground lease at one of its shopping centers, are as follows (unaudited):
                 
    Operating     Capital  
Year Ending December 31,   Leases     Lease  
 
               
2009 (July 1 — December 31)
  $ 452     $ 339  
2010
    909       677  
2011
    916       677  
2012
    938       677  
2013
    960       677  
Thereafter
    1,517       5,956  
 
           
Total minimum lease payments
    5,692       9,003  
Less: amounts representing interest
          (1,943 )
 
           
Total
  $ 5,692     $ 7,060  
 
           
12. Commitments and Contingencies
Construction Costs
     In connection with the development and expansion of various shopping centers, as of June 30, 2009 we have entered into agreements for construction costs of approximately $26,804, including approximately $10,816 for costs related to the development of Hartland Towne Square in Hartland, Michigan and $14,084 for The Towne Center at Aquia in Stafford, Virginia.
Litigation
     We are 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 our consolidated financial statements.

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13. Other Taxes
     On May 12, 2009, the Michigan Court of Appeals affirmed a decision of the Michigan Tax Tribunal that a wholly-owned limited liability company (“LLC”) met the statutory definition of a “person” under the former Michigan Single Business Tax Act (“SBTA”) and was required to file a separate return despite being classified as a disregarded entity for federal tax purposes. The Court of Appeals ruled that a 1999 Michigan Department of Treasury Revenue Administration Bulletin (“RAB”) that required conformity with federal tax laws conflicted with the SBTA, which treats various other entities not taxable at the federal level, such as partnerships, as taxable entities for SBTA purposes.
     The Michigan Single Business Tax (“SBT”) was repealed and replaced by the Michigan Business Tax effective for the Company’s taxable year beginning January 1, 2008. Prior to such repeal, the Company relied on the RAB, including the activities of any LLC classified as a disregarded entity for federal tax purposes in its member’s SBT return.
     On June 23, 2009, the Michigan Department of Treasury formally appealed the Court of Appeals’ decision to the Michigan Supreme Court. As of the date of this filing, the Michigan Supreme Court has not ruled nor has the Michigan Department of Treasury issued any guidance on this matter.
     If the Michigan Court of Appeals decision is ultimately upheld, the Company could be obligated to file additional stand-alone tax returns for each of its Michigan LLC’s and pay any related tax, interest and/or penalties, for all tax years open under the applicable statute of limitations. Any amounts owed, if this were to occur, would be reflected as operating expenses in the Company’s consolidated statements of income in the period of the payment. The Company continues to closely monitor this case and is in the process of evaluating any potential impact. Given the uncertainty surrounding the ultimate resolution of this matter, the Company has not recorded a reserve as of June 30, 2009.
14. Subsequent Events
     In accordance with SFAS No. 165, “Subsequent Events”, the Company has evaluated subsequent events through the date that the consolidated financial statements were issued. No events have taken place that meet the definition of a subsequent event that requires disclosure in this filing.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
     The following discussion and analysis of the financial condition and results of operations should be read in conjunction with the consolidated financial statements, including the respective notes thereto, which are included in this Form 10-Q.
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 June 30, 2009, we owned interests in 89 shopping centers, comprised of 88 community centers and one enclosed regional mall, totaling approximately 19.8 million square feet of GLA. We and our joint venture partners own approximately 15.7 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:
    Aggressively leasing vacant spaces and entering into new leases for occupied spaces when leases are about to expire;
 
    A proactive approach to redeveloping, renovating and expanding our shopping centers; and
 
    The development of new shopping centers in metropolitan markets where we believe demand for a center exists.
     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.
Leasing
     During the second quarter of 2009, 18 tenants took occupancy of their stores at an average base rent of $10.45 per square foot. Included in the 18 tenants were five anchor tenants paying on average $9.04 per square foot, an 11.3% increase above portfolio average rents for anchor space. Also included were 13 non-anchor tenants paying on average $16.00 per square foot, a 2.7% decrease over portfolio average rents for non-anchor space. The Company signed 27 new leases during the second quarter of 2009 for new tenancies that will take occupancy in subsequent periods, at an increase of 31.6% above portfolio average rents. Additionally, we renewed 47 non-anchor leases, at an average base rent of $16.54 per square foot, achieving an increase of 5.7% over prior rental rates. Overall portfolio average base rents for non-anchor tenants decreased to $16.44 per square foot in the second quarter of 2009 from $16.49 for the same period in 2008.
     The Company’s core operating portfolio was 94.4% occupied at June 30, 2009, compared to 94.7% at June 30, 2008. Overall portfolio occupancy, which includes joint venture properties and properties under redevelopment, was 91.3% at June 30, 2009, compared to 92.0% at June 30, 2008.
Redevelopment
     We and our joint ventures have eight redevelopments currently in process. We estimate the total project costs of the eight redevelopment projects in process to be $48.6 million. Four of the redevelopments involve core operating properties included in our balance sheet and are expected to cost approximately $19.5 million of which $7.9 million has been spent as of June 30, 2009. For the four redevelopment projects at properties held by joint ventures, we estimate off-balance sheet project costs of approximately $29.1 million (our share is estimated to be $8.3 million) of which $12.2 million has been spent as of June 30, 2009 (our share is $3.6 million).
     In 2009, the Company plans to focus on completing those redevelopment projects presently in process that have commitments for the expansion or addition of an anchor tenant. While we anticipate redevelopments will be accretive upon completion, a majority of the projects has required taking some retail space off-line to accommodate

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the new/expanded tenancies. These measures have resulted 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 are in process in 2009, the revenue loss has created a short-term negative impact on net operating income and FFO. The majority of the projects are expected to stabilize by the first half of 2010.
Development
     As previously announced, the Company continues to take a conservative approach to the development of new shopping centers, curtailing further investment until leasing, construction financing and partnership requirements have been met. At June 30, 2009, the Company had two projects under construction and three projects in the pre-development phase with an estimated total project cost of current phases of $253.7 million. As of June 30, 2009, we and one of our joint ventures have spent $113.0 million on such developments.
     At June 30, 2009, the current developments that the Company’s intends to wholly-own or to be developed through joint venture partners that the Company anticipates having no more than a 20% ownership interest in are as follows:
                                 
            Total     Costs     Estimated  
            Projected     Incurred to     Future  
Development Project/Location     Project Type   Cost     Date     Costs  
Northpointe Town Center - Jackson, MI  
On-Balance Sheet
  $ 34,725     $ 1,211     $ 33,514  
       
 
                       
Hartland Towne Square - Hartland Twp., MI  
Off-Balance Sheet-20% Ownership
    24,411       21,084       3,327  
       
 
                       
The Town Center at Aquia - Stafford, VA  
Proposed Off-Balance Sheet-20% Ownership
    98,439       59,554       38,885  
Gateway Commons - Lakeland, FL  
Proposed Off-Balance Sheet-20% Ownership
    64,709       18,495       46,214  
Parkway Shops - Jacksonville, FL  
Proposed Off-Balance Sheet-20% Ownership
    31,405       12,610       18,795  
     
 
                 
       
Total
  $ 253,689     $ 112,954     $ 140,735  
       
 
                 
       
RPT Anticipated Share of Total Estimated Costs Including Debt
  $ 78,518     $ 23,560     $ 54,958  
       
 
                 
     We own 20% of the joint venture that is developing Hartland Towne Square, and our share of the estimated $24.4 million of project costs is $4.9 million. The Company is currently providing the mezzanine financing for the project which was $6.9 million at June 30, 2009. We expect The Town Center at Aquia, Gateway Commons, and Parkway Shops to be completed through joint ventures, and ultimately be accounted as off-balance sheet assets, even though 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.
Acquisitions/Dispositions
Critical Accounting Policies and Estimates
     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 differ from these estimates under different assumptions or conditions.
     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, 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 as discussed in our Annual Report on Form 10-K for the year ended December 31, 2008 have not materially changed during the first six months of 2009.

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Comparison of Three Months Ended June 30, 2009 to Three Months Ended June 30, 2008
     For purposes of comparison between the three months ended June 30, 2009 and 2008, “Same Center” refers to the shopping center properties owned by consolidated entities as of April 1, 2008 and June 30, 2009.
     In August 2008, we sold the Plaza at Delray shopping center to a joint venture with an investor advised by Heitman LLC. This sale to our joint venture in which we have an ownership interest is referred to as the “Disposition” in the following discussion.
     Revenues
     Total revenues decreased $2.3 million, or 6.5%, to $33.6 million for the three months ended June 30, 2009, as compared to $35.9 million in 2008. The decrease in total revenues was primarily the result of a $1.9 million decrease in minimum rents and a $0.4 million decrease in fees and management income.
     Minimum rents decreased $1.9 million, or 8.2%, to $21.2 million for the three months ended June 30, 2009 as follows:
                 
    Increase (Decrease)  
    Amount        
    (in millions)     Percentage  
Same Center
  $ (0.7 )     (3.0% )
Disposition
    (1.2 )     (5.2% )
 
           
 
  $ (1.9 )     (8.2% )
 
           
     The decrease in Same Center minimum rents was primarily attributable to the current challenging economic environment resulting in an increased number of tenant bankruptcies, including Circuit City and Linens ‘n Things, as well as the vacancy of a major tenant at one of the Company’s shopping centers in January 2009.
     Recoveries from tenants decreased $0.4 million, or 4.1%, to $9.9 million for the three months ended June 30, 2009. Substantially all of the decrease was due to the Disposition.
     The overall property operating expense recovery ratio was 96.4% for the three months ended June 30, 2009, as compared to 100.1% for the same period in the prior year. The decrease was primarily due to the current challenging economic environment resulting in an increased number of tenant bankruptcies, including Circuit City and Linens ’n Things in the second half of 2008.
     Recoverable operating expenses, which includes real estate tax expense, are a component of our recovery ratio. These expenses decreased $0.1 million, or 0.5%, to $10.2 million for the three months ended June 30, 2009 as follows:
                 
    Increase (Decrease)  
    Amount        
    (in millions)     Percentage  
Same Center
  $ 0.4       4.6%  
Disposition
    (0.5 )     (5.1% )
 
           
 
  $ (0.1 )     (0.5% )
 
           
     The increase in Same Center recoverable operating expenses was due primarily to expanding our electricity resale program in 2009.
     Fees and management income decreased approximately $433,000 to $1.5 million for the three months ended June 30, 2009 as compared to $1.9 million for the three months ended June 30, 2008. The decrease was mainly attributable to a net decrease in development related fees of approximately $505,000, partially offset by an increase

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in leasing fees of approximately $159,000. The decrease in development fees was mainly due to fees earned in the second quarter of 2008 relating to the development of the Hartland Towne Square center by our Ramco RM Hartland SC LLC joint venture. The increase in leasing fees is primarily attributable to leasing fees earned at a redevelopment property in the second quarter of 2009.
     Other income increased approximately $505,000 to $1.0 million for the three months ended June 30, 2009, compared to $495,000 for the same period in the prior year. The increase was primarily due to a $178,000 increase in lease termination fees and a $115,000 increase in interest income. The increase in lease termination income was mostly attributable to income earned in the second quarter of 2009 on a higher volume of lease terminations. Interest income increased on advances to the Ramco RM Hartland SC LLC joint venture relating to the development of Hartland Towne Square. Other miscellaneous income for the three months ended June 30, 2009, increased approximately $172,000 when compared to the same period in the prior year.
     Expenses
     Total expenses decreased $0.8 million, or 2.6%, to $32.1 million for the three months ended June 30, 2009 as compared to $32.9 million for the three months ended June 30, 2008. The decrease was primarily due to a decrease in interest expense of $1.0 million and a decrease in other operating expenses of $0.4 million, offset by an increase in general and administrative expenses of $0.6 million.
     Depreciation and amortization expense was $7.9 million for the three months ended June 30, 2009 and 2008.
     Other operating expenses decreased $0.3 million, or 35.2%, to $0.7 million for the three months ended June 30, 2009, as compared to $1.0 million for the same period in 2008. The decrease in other operating expenses from the second quarter of 2008 was primarily due to decreases in bad debt expense of approximately $122,000.
     General and administrative expenses was $5.4 million for the three months ended June 30, 2009, as compared to $4.8 million for the same period in 2008, an increase of $0.6 million, or 11.3%. The increase in general and administrative expenses was primarily due to costs incurred related to the Company’s recent proxy contest and strategic review process in the second quarter of 2009.
     Interest expense decreased $1.0 million, or 11.1%, to $7.9 million for the three months ended June 30, 2009 as compared to $8.9 million in 2008. The summary below identifies the components of the net decrease:
                 
    Three Months Ended  
    June 30,  
    2009     2008  
Average total loan balance
  $ 665,905     $ 698,197  
Average rate
    4.9 %     5.6 %
 
               
Total interest on debt
  $ 8,142     $ 9,698  
Amortization of loan fees
    176       212  
Interest on capital lease obligation
    103       107  
Capitalized interest and other
    (517 )     (1,124 )
 
           
 
  $ 7,904     $ 8,893  
 
           
     Other
     Earnings from unconsolidated entities represents our proportionate share of the earnings of various joint ventures in which we have an ownership interest. Earnings from unconsolidated entities decreased approximately $432,000 from approximately $769,000 for the three months ended June 30, 2008 to approximately $337,000 for the three months ended June 30, 2009. During the three months ended June 30, 2009, earnings from unconsolidated entities decreased approximately $231,000 from the Ramco/Lion Venture LP joint venture and $134,000 from the Ramco 450 Venture LLC joint venture primarily the result of the bankruptcies of Circuit City and Linens ‘n Things that closed stores in the second half of 2008 at five of the joint venture properties in which the Company holds an ownership interest.

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     Noncontrolling interest in subsidiaries represents the equity in income attributable to the portion of the Operating Partnership not owned by us. Noncontrolling interest for the second quarter of 2009 decreased $0.2 million to $0.4 million, as compared to $0.6 million for the second quarter of 2008. The decrease is primarily attributable to the noncontrolling interest’s proportionate share of the lower total revenues in 2009 when compared to the same period in 2008.
Comparison of Six Months Ended June 30, 2009 to Six Months Ended June 30, 2008
     For purposes of comparison between the six months ended June 30, 2009 and 2008, “Same Center” refers to the shopping center properties owned by consolidated entities as of January 1, 2008 and June 30, 2009.
     In August 2008, we sold the Plaza at Delray shopping center to a joint venture with an investor advised by Heitman LLC. This sale to our joint venture in which we have an ownership interest is referred to as the “Disposition” in the following discussion.
     Revenues
     Total revenues decreased $5.0 million, or 6.9%, to $67.4 million for the six months ended June 30, 2009, as compared to $72.4 million in 2008. The decrease in total revenues was primarily the result of a $3.5 million decrease in minimum rents, a $0.9 million decrease in recoveries from tenants, and a $0.7 million decrease in fees and management income.
     Minimum rents decreased $3.5 million, or 7.6%, to $42.6 million for the six months ended June 30, 2009 as follows:
                 
    Increase (Decrease)  
    Amount        
    (in millions)     Percentage  
Same Center
  $ (1.0 )     (2.3% )
Disposition
    (2.5 )     (5.3% )
 
           
 
  $ (3.5 )     (7.6% )
 
           
     The decrease in Same Center minimum rents was primarily attributable to the current challenging economic environment resulting in an increased number of tenant bankruptcies, including Circuit City and Linens ‘n Things, as well as the vacancy of a major tenant at one of the Company’s shopping centers in January 2009.
     Recoveries from tenants decreased $0.9 million, or 4.0%, to $20.5 million for the six months ended June 30, 2009. Substantially all of the decrease was due to the Disposition.
     The overall property operating expense recovery ratio was 97.9% for the six months ended June 30, 2009, as compared to 98.4% for the same period in the prior year. We expect our recovery ratio to be between 97% and 98% for the full year of 2009.
     Recoverable operating expenses, which includes real estate tax expense, are a component of our recovery ratio. These expenses decreased $0.8 million, or 3.6%, to $21.0 million for the six months ended June 30, 2009 as follows:
                 
    Increase (Decrease)  
    Amount        
    (in millions)     Percentage  
Same Center
  $ 0.3       1.3%  
Disposition
    (1.1 )     (4.9% )
 
           
 
  $ (0.8 )     (3.6% )
 
           

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     The increase in Same Center recoverable operating expenses is mainly attributable to the completed construction of a building at one of the Company’s shopping centers in the first quarter of 2009.
     Fees and management income decreased approximately $726,000 to $2.6 million for the six months ended June 30, 2009, as compared to the same period in 2008. The decrease was mainly attributable to a net decrease in development related fees of approximately $610,000. The decrease in development fees was mainly due to fees earned in the second quarter of 2008 relating to the development of the Hartland Towne Square center by our Ramco RM Hartland SC LLC joint venture.
     Other income increased approximately $373,000 to $1.4 million for the six months ended June 30, 2009, compared to $1.0 million for the same period in the prior year. The increase was primarily due to a $145,000 increase in interest income for the six months ended June 30, 2009. Interest income increased on advances to the Ramco RM Hartland SC LLC joint venture relating to the development of Hartland Towne Square. Other miscellaneous income for the six months ended June 30, 2009, increased approximately $183,000 when compared to the same period in the prior year.
     Expenses
     Total expenses decreased $2.8 million, or 4.3%, to $64.1 million for the six months ended June 30, 2009 as compared to $66.9 million for the six months ended June 30, 2008. The decrease was primarily due to decreases in interest expense of $2.7 million, recoverable operating expenses of $0.8 million, and depreciation and amortization of $0.2 million, partially offset by a $0.9 million increase in general and administrative expenses.
     Depreciation and amortization expense decreased $0.2 million, or 1.0%, for the six months ended June 30, 2009 as follows:
                 
    Increase (Decrease)  
    Amount        
    (in millions)     Percentage  
Same Center
  $ 0.6       3.9%  
Disposition
    (0.8 )     (4.9% )
 
           
 
  $ (0.2 )     (1.0% )
 
           
     The $0.6 million increase in Same Center depreciation and amortization expense was mostly attributable to the completed construction of a building at one of the Company’s shopping centers in the first quarter of 2009.
     General and administrative expenses was $9.5 million for the six months ended June 30, 2009, as compared to $8.6 million for the same period in 2008, an increase of $0.9 million, or 10.0%. The increase in general and administrative expenses was primarily due to costs incurred related to the Company’s recent proxy contest and strategic review process in the second quarter of 2009.
     Interest expense decreased $2.7 million, or 14.3%, to $16.0 million for the six months ended June 30, 2009 as compared to $18.7 million in 2008. The summary below identifies the components of the net decrease:
                 
    Six Months Ended  
    June 30,  
    2009     2008  
Average total loan balance
  $ 665,587     $ 694,635  
Average rate
    4.9 %     5.7 %
 
               
Total interest on debt
  $ 16,378     $ 19,754  
Amortization of loan fees
    345       436  
Interest on capital lease obligation
    207       214  
Capitalized interest and other
    (922 )     (1,732 )
 
           
 
  $ 16,008     $ 18,672  
 
           

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     Other
     Gain on sale of real estate assets decreased $9.9 million to $0.4 million for the six months ended June 30, 2009, as compared to $10.3 million for the six months ended June 30, 2008. The decrease is due primarily to the recognition of the gain on the sale of the Mission Bay Plaza shopping center to our Ramco/Lion Venture LP joint venture in the first quarter of 2008.
     Earnings from unconsolidated entities represents our proportionate share of the earnings of various joint ventures in which we have an ownership interest. Earnings from unconsolidated entities decreased approximately $809,000 from approximately $1.7 million for the six months ended June 30, 2008 to approximately $857,000 for the six months ended June 30, 2009. During the six months ended June 30, 2009, earnings from unconsolidated entities decreased approximately $456,000 from the Ramco/Lion Venture LP joint venture and $303,000 from the Ramco 450 Venture LLC joint venture primarily the result of the bankruptcies of Circuit City and Linens ‘n Things that closed stores in the second half of 2008 at five of the joint venture properties in which the Company holds an ownership interest.
     Noncontrolling interest in subsidiaries represents the equity in income attributable to the portion of the Operating Partnership not owned by us. Noncontrolling interest for the six months ended June 30, 2009 decreased $1.9 million to $0.8 million, as compared to $2.7 million for the six months ended June 30, 2008. The decrease is primarily attributable to the noncontrolling interest’s proportionate share of the lower gain on the sale of real estate assets in 2009 when compared to the same period in 2008.
Liquidity and Capital Resources
     The principal uses of our liquidity and capital resources are for operations, development, redevelopment, 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 and cash retained from operations, the availability under our Credit Facility, additional financings, potential equity offerings, 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 cash requirements.
The following is a summary of our cash flow activities (dollars in thousands):
                 
    Six Months Ended
    June 30,
    2009   2008
    (Unaudited)
 
               
Cash provided from operations
  $ 26,671     $ 14,250  
Cash used in investing activities
    (13,369 )     (2,152 )
Cash used in financing activities
    (10,779 )     (20,405 )

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     For the six months ended June 30, 2009, we generated $26.7 million in cash flows from operating activities, as compared to $14.3 million for the same period in 2008. Cash flows from operating activities were higher during the six months ended June 30, 2009 mainly due to higher net cash inflows related to accounts receivable and lower cash outflows for accounts payable and accrued expenses. For the six months ended June 30, 2009, investing activities used $13.4 million of cash flows, as compared to $2.2 million used in investing activities for the six months ended June 30, 2008. Cash flows used in investing activities were higher in 2009, due to lower investments in real estate and lower cash received from sales of shopping centers to our joint ventures. Additionally, no cash was received in the first six months of 2009 from the repayment of a note receivable from a joint venture, as occurred in the first six months of 2008. During the six months ended June 30, 2009, cash flows used in financing activities were $10.8 million, as compared to $20.4 million during the six months ended June 30, 2008. In the first six months of 2009, the Company had significantly lower distributions to shareholders and operating partnership unit holders, as compared to the six months ended June 30, 2008.
     Under the Internal Revenue Code of 1986, as amended (“the Code”), as a REIT we must distribute annually to our shareholders at least 90% of our REIT taxable income, excluding net capital gain. Distributions paid 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, restrictions in financing arrangements, the annual distribution requirements under REIT provisions of the Code and such other factors as our Board of Trustees deems relevant.
     We declared a quarterly cash dividend distribution of $0.2313 per common share paid to shareholders of record on June 20, 2009, as compared to the dividend paid in the same quarter of 2008 of $0.4625 per share. The quarterly dividend was reduced to $0.2313 per common share in the fourth quarter of 2008. The cash we estimate to retain annually from the reduced dividend is approximately $20.0 million and will be used to fund our future capital requirements. Our dividend policy has not changed in that we expect to continue making distributions to shareholders of at least 90% of our REIT taxable income, excluding net capital gain, in order to maintain qualification as a REIT. On an annualized basis, our current dividend is above our estimated minimum required distribution.
     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 2009 and bears interest at a rate equal to LIBOR plus 115 to 150 basis points, depending on certain debt ratios. Additionally, the Company has a $40,000 revolving credit facility secured by The Towne Center at Aquia, that matures in December 2009 and bears interest at a rate equal to LIBOR plus 325 basis points, depending on certain debt ratios. The Company retains the option to extend the maturity date of both the unsecured revolving credit facility and the $40,000 revolving credit facility secured by The Towne Center at Aquia to December 2010.
     It is anticipated that funds borrowed under the aforementioned Credit Facilities will be used for general corporate purposes, including working capital, capital expenditures, the repayment of indebtedness or other corporate activities.
     Even though the Company has the option to extend the maturities of the unsecured revolving credit facility and the $40,000 revolving credit facility secured by The Towne Center at Aquia until December 2010, we have been proactive with our bank group to replace the debt well in advance of maturity. The Company has agreed in principle on the material terms for a new $150,000 revolving credit facility and a $100,000 term loan, both of which are expected to be secured by approximately 33 assets that are currently unencumbered, as well as a new $40,000 revolving credit facility secured by The Town Center at Aquia. The material terms of the new credit facilities have been agreed to by the lead arranging bank and administrative agent. To date, the Company has received commitments from the participants in the new credit facilities on a significant portion of the total requirement. Subject to documentation, due diligence, and customary conditions, the Company expects to close on the new credit facilities late third quarter or early fourth quarter of 2009. Although the Company expects to refinance the debt mentioned above, there can be no assurance that the Company will be able to refinance its debt on commercially reasonable or any other terms.
     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 $100.0 million at June 30, 2009. Based on rates in effect at June 30, 2009, the agreements provide for fixed rates ranging from 4.4% to 4.7% and expire December 2010.
     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 June 30, 2009 our variable rate debt accounted for approximately $182.0 million of outstanding debt with a weighted average interest rate of 2.3%. Variable rate debt accounted for approximately 27.5% of our total debt and 20.7% of our total capitalization.
     We have $406.8 million of mortgage loans encumbering our consolidated properties, and $535.0 million of mortgage loans on properties held by our unconsolidated joint ventures (of which our pro rata share is $138.4 million). 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 June 30, 2009, mortgage debt for the unconsolidated joint ventures was $535.0 million, of which our pro rata share was $138.4 million, with a weighted average interest rate of 6.4%. Fixed rate debt for the unconsolidated joint ventures was $506.0 million at June 30, 2009. Our pro rata share of fixed rate debt for the unconsolidated joint ventures amounted to $132.7 million, or 95.9% of our total pro rata share of such debt. The

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mortgage debt of $11.0 million at Peachtree Hill, a shopping center owned by our Ramco 450 Venture LLC, is recourse debt. The loan is secured by unconditional guarantees of payment and performance by Ramco 450 Venture LLC, the Company, and its majority owned subsidiary, Ramco-Gershenson Properties, L.P, the Operating Partnership.
Planned Capital Spending
     During the six months ended June 30, 2009, we spent approximately $3.3 million on revenue-generating capital expenditures including tenant allowances, leasing commissions paid to third-party brokers, legal costs related to lease documents, and capitalized leasing and construction costs. These types of costs generate a return through rents from tenants over the term of their leases. Revenue-enhancing capital expenditures, including expansions, renovations or repositionings, were approximately $8.6 million. Revenue neutral capital expenditures, such as roof and parking lot repairs which are anticipated to be recovered from tenants, amounted to approximately $0.6 million.
     For the remainder of 2009, we anticipate spending approximately $16.7 million for revenue-generating, revenue-enhancing and revenue neutral capital expenditures, including approximately $6.9 million for redevelopment projects.
     We are also working on four additional redevelopments that are in the final planning stages that are not included in such amounts. Further, we anticipate spending approximately $0.6 million in the remainder of 2009 for ongoing development projects.
     In addition, as a result of the challenging acquisition market and the global liquidity crisis, the Company chose to de-emphasize its acquisition program as a significant driver of growth. As such, there was no significant acquisition activity in the second quarter of 2009. Future acquisitions are planned to be opportunistic in nature and more selective as market conditions allow.
Capitalization
     At June 30, 2009, our market capitalization amounted to $878.7 million. Market capitalization consisted of $662.2 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 $216.5 million of common shares (based on the closing price of $10.01 per share at June 30, 2009) and Operating Partnership Units at market value. Our debt to total market capitalization was 75.4% at June 30, 2009, as compared to 83.3% at December 31, 2008. 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 June 30, 2009 had a weighted average interest rate of 4.8%, and consisted of $480.2 million of fixed rate debt and $182.0 million of variable rate debt. Outstanding letters of credit issued under the Credit Facility totaled approximately $1.8 million at June 30, 2009.
     At June 30, 2009, the noncontrolling interest in the Operating Partnership represented a 13.5% 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 21,629,050 of our common shares of beneficial interest outstanding at June 30, 2009, with a market value of approximately $216.5 million.
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 index and/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.

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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 gains (losses) 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 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 calculation of FFO (in thousands, except per share data):
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2009     2008     2009     2008  
    (Unaudited)     (Unaudited)  
 
                               
Net income attributable to RPT common shareholders
  $ 1,563     $ 2,984     $ 3,813     $ 14,429  
Add:
                               
Depreciation and amortization expense
    9,321       9,268       18,604       18,683  
Noncontrolling interest in partnership:
                               
Continuing Operations
    401       627       781       2,704  
Discontinued Operations
          (48 )           (35 )
Discontinued operations, loss on sale of property
          463             463  
Less:
                               
Gain on sale of depreciable real estate (1)
          (115 )           (9,876 )
 
                       
Funds from operations available to RPT common shareholders, assuming conversion of OP units
  $ 11,285     $ 13,179     $ 23,198     $ 26,368  
 
                       
 
                               
Weighted average equivalent shares outstanding, diluted
    21,617       21,408       21,573       21,408  
 
                       
 
                               
Net income per diluted share to FFO per diluted share reconciliation:
                               
Net income per diluted share
  $ 0.08     $ 0.16     $ 0.20     $ 0.78  
Add:
                               
Depreciation and amortization expense
    0.43       0.43       0.86       0.87  
Noncontrolling interest in partnership:
                               
Continuing Operations
    0.02       0.03       0.04       0.13  
Discontinued Operations
                       
Discontinued operations, loss on sale of property
          0.02             0.02  
Less:
                               
Gain on sale of depreciable real estate (1)
          (0.01 )           (0.46 )
Assuming conversion of OP units
    (0.01 )     (0.01 )     (0.02 )     (0.11 )
 
                       
Funds from operations available to RPT common shareholders per diluted share, assuming conversion of OP units
  $ 0.52     $ 0.62     $ 1.08     $ 1.23  
 
                       
 
                               
 
 
 
 
                               
(1)        Excludes gain on sale of undepreciated land
  $     $ (12 )   $     $ 411  
 
                       
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, 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 (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2008. Given these uncertainties, you should not place undue reliance on any forward-

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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.
Item 3. 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 June 30, 2009, a 100 basis point change in interest rates would affect our annual earnings and cash flows by between approximately $1.8 million and $2.5 million.
     Under the 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 $100.0 million at June 30, 2009. Based on rates in effect at June 30, 2009, the agreements provide for fixed rates ranging from 4.4% to 4.7% and expire December 2010.
     The following table presents information as of June 30, 2009 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).
                                                                 
                                                            Estimated
    2009   2010   2011   2012   2013   Thereafter   Total   Fair Value
Fixed-rate debt
  $ 25,313     $ 126,580     $ 27,932     $ 34,011     $ 33,485     $ 232,888     $ 480,209     $ 457,837  
Average interest rate
    7.0 %     5.2 %     7.4 %     6.8 %     5.5 %     5.7 %     5.8 %     6.9 %
Variable-rate debt
  $ 174,671     $ 157     $ 7,139     $     $     $     $ 181,967     $ 181,967  
Average interest rate
    2.2 %     5.3 %     5.3 %                       2.3 %     2.3 %
     We estimated the fair value of 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 June 30, 2009 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.

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Item 4. 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 on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the SEC’s 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 therefore management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
     We carried out an assessment as of June 30, 2009 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 June 30, 2009.
Changes in Internal Control Over Financial Reporting
     During the quarter ended June 30, 2009, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
     There are no material pending legal or governmental proceedings, other than the IRS Examination, against or involving us or our properties. For a description of the IRS Examination, see our Annual Report on Form 10-K for the year ended December 31, 2008 (Note 20 to the consolidated financial statements).
Item 1A. Risk Factors
     You should review our Annual Report on Form 10-K for the year ended December 31, 2008, which contains a detailed description of risk factors that may materially affect our business, financial condition or results of operations. There are no material changes to the disclosure on these matters set forth in such Form 10-K.
Item 4. Submission of Matters to a Vote of Security Holders
     The annual meeting of shareholders of the Company was held on June 10, 2009.
     At the annual meeting, Stephen R. Blank and Joel M. Pashcow were re-elected as trustees of the Company to serve until the 2012 annual meeting of shareholders. Matthew L. Ostrower was elected as Trustee of the Company to serve until the 2012 annual meeting of shareholders. David J. Nettina was elected as Trustee of the Company to serve until the 2011 annual meeting of shareholders. The following votes were cast for or were withheld from voting with respect to the election of each of the following persons:
                 
            Authority
Name   Votes For   Withheld
Stephen R. Blank
    9,349,737       7,751,666  
Joel M. Pashcow
    9,263,474       7,837,929  
Matthew L. Ostrower
    16,661,171       440,231  
David J. Nettina
    16,631,740       469,663  
     Arthur H. Goldberg, Dennis E. Gershenson, Robert A. Meister, Mark K. Rosenfeld and Michael A. Ward continue to hold office after the annual meeting.
     The following votes were cast for, against or abstain regarding the ratification of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2009:
                 
For   Against   Abstain
15,228,526
    1,849,539       23,338  
     The following votes were cast for, against or abstain regarding the approval of the 2009 Omnibus Long-Term Incentive Plan:
                 
For   Against   Abstain
8,485,643
    3,759,649       64,500  

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Item 6. Exhibits
     
Exhibit No.   Description
 
 
31.1*
  Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.2*
  Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
32.1*
  Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
 
 
32.2*
  Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
 
*   filed herewith

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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
 
 
Date: July 31, 2009  By:   /s/ Dennis Gershenson    
    Dennis Gershenson   
    Chairman, President and Chief Executive Officer (Principal Executive Officer)   
 
     
Date: July 31, 2009  By:   /s/ Richard J. Smith    
    Richard J. Smith   
    Chief Financial Officer (Principal Financial and Accounting Officer)   
 

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