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Article by DailyStocks_admin    (04-17-08 03:09 AM)

Filed with the SEC from Apr 3 to Apr 9:

Ramco-Gershenson Properties Trust (RPT)
A group including Inland American Real Estate Trust has considered different courses of action, including seeking a merger with RPT, making a tender offer for RPT shares, or seeking board representation. Inland American said it hasn't "reached any conclusion as to any of the...alternatives." Inland American and its affiliates reported ownership of 1,038,537 shares (5.6%).

BUSINESS OVERVIEW

General

Ramco-Gershenson Properties Trust is a fully integrated, self-administered, publicly-traded Maryland real estate investment trust (“REIT”) organized on October 2, 1997. The terms “Company,” “we,” “our” or “us” refer to Ramco-Gershenson Properties Trust, the Operating Partnership (defined below) and/or its subsidiaries, as the context may require. Our principal office is located at 31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan 48334. Our predecessor, RPS Realty Trust, a Massachusetts business trust, was formed on June 21, 1988 to be a diversified growth-oriented REIT. In May 1996, RPS Realty Trust acquired the Ramco-Gershenson interests through a reverse merger, including substantially all of the shopping centers and retail properties as well as the management company and business operations of Ramco-Gershenson, Inc. and certain of its affiliates. The resulting trust changed its name to Ramco-Gershenson Properties Trust and Ramco-Gershenson, Inc.’s officers assumed management responsibility. The trust also changed its operations from a mortgage REIT to an equity REIT and contributed certain mortgage loans and real estate properties to Atlantic Realty Trust, an independent, newly formed liquidating REIT. In 1997, with approval from our shareholders, we changed our state of organization by terminating the Massachusetts trust and merging into a newly formed Maryland REIT.

We conduct substantially all of our business, and hold substantially all of our interests in our properties, through our operating partnership, Ramco-Gershenson Properties, L.P. (the “Operating Partnership”). The Operating Partnership, either directly or indirectly through partnerships or limited liability companies, holds fee title to all owned properties. We have the exclusive power to manage and conduct the business of the Operating Partnership. As of December 31, 2007, we owned approximately 86.3% of the interests in the Operating Partnership.

We are a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), and are therefore required to satisfy various provisions under the Code and related Treasury regulations. We are generally required to distribute annually at least 90% of our “REIT taxable income” (as defined in the Code), excluding any net capital gain, to our shareholders. Additionally, at the end of each fiscal quarter, at least 75% of the value of our total assets must consist of real estate assets (including interests in mortgages on real property and interests in other REITs) as well as cash, cash equivalents and government securities. We are also subject to limits on the amount of certain types of securities we can hold. Furthermore, at least 75% of our gross income for the tax year must be derived from certain sources, which include “rents from real property” and interest on loans secured by mortgages on real property. An additional 20% of our gross income must be derived from these same sources or from dividends and interest from any source, gains from the sale or other disposition of stock or securities or any combination of the foregoing.

Certain of our operations, including property management and asset management, are conducted through taxable REIT subsidiaries (each, a “TRS”). A TRS is a C corporation that has not elected REIT status and, as such, is subject to federal corporate income tax. We use the TRS format to facilitate our ability to provide certain services and conduct certain activities that are not generally considered as qualifying REIT activities.

Operations of the Company

We are a publicly-traded REIT which owns, develops, acquires, manages and leases community shopping centers (including power centers and single-tenant retail properties) and one regional mall, in the Midwestern, Southeastern and Mid-Atlantic regions of the United States. At December 31, 2007, we owned interests in 89 shopping centers, comprised of 65 community centers, 21 power centers, two single tenant retail properties, and one enclosed regional mall, totaling approximately 20.0 million square feet of gross leaseable area (“GLA”). We and our joint ventures partners own approximately 16.0 million square feet of such GLA, with the remaining portion owned by various anchor stores.

Shopping centers can generally be organized in five categories: convenience, neighborhood, community, regional and super regional centers. Shopping centers are distinguished by various characteristics, including center size, the number and type of anchor tenants and the types of products sold. Community shopping centers provide convenience goods and personal services offered by neighborhood centers, but with a wider range of soft and hard line goods. The community shopping center may include a grocery store, discount department store, super drug store, and several specialty stores. Average GLA of a community shopping center ranges between 100,000 and 500,000 square feet. A “power center” is a community shopping center that has over 500,000 square feet of GLA and includes several discount anchors of 20,000 or more square feet. These anchors typically emphasize hard goods such as consumer electronics, sporting goods, office supplies, home furnishings and home improvement goods.

Strategy

We are predominantly a community shopping center company with a focus on acquiring, developing and managing centers primarily anchored by grocery stores and nationally recognized discount department stores. We believe that centers with a grocery and/or discount component attract consumers seeking value-priced products. Since these products are required to satisfy everyday needs, customers usually visit the centers on a weekly basis. Our anchor tenants include TJ Maxx/Marshalls, Home Depot, Wal-Mart, OfficeMax, Linens ’n Things, Kmart, Jo-Ann, Kohl’s, Lowe’s Home Improvement and Target. Approximately 54% of our community shopping centers have grocery anchors, including Publix, Kroger, Winn-Dixie, Save-A-Lot and Meijer.

Our shopping centers are primarily located in major metropolitan areas in the Midwestern and Southeastern regions of the United States, although we also own and operate three centers in the Mid-Atlantic region. By focusing our energies on these markets, we have developed a thorough understanding of the unique characteristics of these trade areas. In both of our primary regions, we have concentrated a number of centers in reasonable proximity to each other in order to achieve market penetration as well as efficiencies in management, oversight and purchasing.

Our business objective and operating strategy is to increase funds from operations and cash available for distribution per share through internal and external growth. We strive to satisfy such objectives through an aggressive approach to asset management and strategic developments and acquisitions.

In our existing centers, we focus on rental and leasing strategies and the selective redevelopment of such properties. We strive to increase rental income over time through contractual rent increases and leasing and re-leasing of available space at higher rental levels, while balancing the needs for an attractive and diverse tenant mix. See Item 2, “Properties” for additional information on rental revenue and lease expirations. In addition, we assess each of our centers periodically to identify renovation and expansion opportunities and proactively engage in value-enhancing activities based on tenant demands and market conditions. We also recognize the importance of customer satisfaction and spend a significant amount of resources to ensure that our centers have sufficient amenities, appealing layouts and proper maintenance.

Further, we utilize the selective development and acquisition of new shopping centers, either directly or through one or more joint venture entities. We intend to seek development opportunities in underserved, attractive and/or expanding markets. We also seek to acquire strategically located, quality shopping centers that (i) have leases at rental rates below market rates, (ii) have potential for rental and/or occupancy increases or (iii) offer cash flow growth or capital appreciation potential. We acquire certain properties with the intent of redeveloping such centers soon after the acquisition is completed, which can increase the risks of cost overruns and project delays since we are less familiar with such centers than our existing centers which are redeveloped.

From time to time, we will sell mature properties or non-core assets which have less potential for growth or are not viable for redevelopment. We intend to redeploy the proceeds from such sales to fund development, redevelopment and acquisition activities, to repay debt and to repurchase outstanding shares.

We believe all of the foregoing strategies have been instrumental in improving our property values and funds from operations in recent years.

Developments

At December 31, 2007, we were in various stages of development on five development projects. The developments are:

The Town Center at Aquia in Stafford, Virginia involves the complete value-added redevelopment of an existing 200,000 square foot shopping center owned by us. When complete, the mixed-use asset will encompass over 725,000 square feet of retail, office and entertainment components. The construction of the first retail/office building on the site was completed during the fourth quarter of 2007 and Northrop Grumman took possession of the majority of the 100,000 square foot building. The total project cost is estimated at $189 million, of which $42.2 million had been spent as of December 31, 2007. We intend to seek a joint venture partner to invest in this property prior to its anticipated stabilization in the first half of 2011.

Northpointe Town Center in Jackson, Michigan is being developed as a 550,000 square foot combination power center and town center and will include retail, entertainment and office components. The new development will complement two of our other properties in the market. The total project cost is estimated at $74 million.

Shoppes of Lakeland II in Lakeland, Florida is being developed as a 300,000 square foot center. The project is located in central Florida in close proximity to a number of our existing centers. The estimated project cost is $54 million. We intend to seek a joint venture partner to invest in this property prior to its stabilization anticipated in 2011.

Hartland Towne Square in Hartland, Michigan is being developed through our joint venture Ramco Highland Disposition LLC. Hartland Towne Square will be developed as a 500,000 square foot power center featuring two major anchors, a department/grocery superstore and a home improvement superstore. Meijer discount department superstore chain has committed to build a 192,000 square foot superstore at the shopping center and we are currently in negotiations with a major home improvement operator as a second anchor for the project. The development is expected to also include at least three mid-box national retailers as well as a number of outlots. The total project cost is estimated at $51 million.

Rossford Pointe is a ten acre development adjacent to our Crossroads Center located in Rossford, Ohio. The estimated project cost is $8 million for this 68,000 square foot mid-box project.

We estimate the total project costs for the five development projects to be $376.1 million. As of December 31, 2007, we have spent $65 million on such developments. We intend to wholly own the Northpointe Town Center and Rossford Pointe and therefore anticipate that $82.5 million of the total project costs will be on our balance sheet upon completion of such projects. We anticipate that we will incur $55.7 million of debt to fund these projects. We own 20% of the joint venture that is developing Hartland Towne Square, and our share of the estimated $50.6 million of project costs is $10.1 million. We anticipate that the joint venture will incur $38.0 million to fund the project. We anticipate spending an additional $243.0 million for developing The Town Center at Aquia and the Shoppes of Lakeland II which we expect to be developed through joint ventures, and therefore be accounted as off-balance sheet assets, although 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. As part of our development plans for The Town Center at Aquia and the Shoppes of Lakeland II, we anticipate the joint ventures will incur $182.3 million of debt and our partners will contribute $48.6 million of equity.

In summary, we estimate an additional $311 million will be incurred to complete the five developments, of which $276 million is anticipated be from new debt; new joint venture partner’s equity will contribute $59 million. Further, we anticipate the new joint venture partners will reimburse us $24 million in development cost we have incurred in connection with these projects.

Asset Management

During 2007, the improvement of core shopping centers remained a vital part of our business plan. We continued to identify opportunities within our portfolio to add value. In 2007, we commenced the following redevelopment projects:

Joint Ventures


• Troy Marketplace in Troy, Michigan. A joint venture in which we have a 30% ownership interest purchased vacant shopping center space adjacent to a shopping center currently owned by such joint venture. The joint venture plans on re-tenanting the space with LA Fitness and additional mid-box uses previously occupied by Home Expo and constructing a new outlot building.

• Paulding Pavilion in Hiram, Georgia is part of a joint venture in which we have a 20% ownership interest. Our redevelopment plans for this center include the re-tenanting and expanding space formerly occupied by Publix with Sports Authority and Staples and the construction of a 4,000 square foot outlot.

• Old Orchard in West Bloomfield, Michigan is owned by a joint venture in which we have a 30% ownership interest. Our redevelopment plans for this center include re-tenanting and expanding space formerly occupied by Farmer Jack with a gourmet grocer, addition of an outlot and façade and structural improvements.

• Collins Pointe Plaza in Cartersville, Georgia is part of a joint venture in which we have a 20% ownership interest. Our redevelopment plans include re-tenanting and expanding space formerly occupied by a Winn-Dixie store and constructing additional outlot and small shop retail space.

Wholly-Owned


• West Allis Towne Centre in West Allis, Wisconsin. Our redevelopment plans include building additional retail space, adding two outlots and upgrading the facade.

• Oakbrook Square in Flint, Michigan. Hobby Lobby executed a lease for 55,000 square feet of space. We also intend to replace vacancy and to build-out additional space.

At December 31, 2007, we have five additional value-added redevelopment projects in process, including two projects owned by joint ventures.

We estimate the total project costs of the 11 redevelopment projects in process to be $52.7 million. For the five redevelopment projects at our wholly owned, consolidated properties, we estimate project costs of $19.1 million of which $0.7 million has been spent as of December 31, 2007. For the six redevelopment projects at properties held by joint ventures, we estimate off-balance sheet project costs of $33.6 million (our share is estimated to be $8.6 million) of which $9.0 million has been spent as of December 31, 2007 (our share is $2.3 million).

While we anticipate redevelopments will be accretive upon completion, a majority of the projects will require taking some retail space off-line to accommodate the new/expanded tenancies. These measures will result 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 will be in process in 2008, the revenue loss will create a short-term negative impact on net operating income and FFO. The majority of the projects are expected to stabilize by the end of 2009.

Dispositions

In March 2007, we sold our ownership interests in Chester Springs and in July 2007, we sold our ownership interests in Paulding Pavilion to joint ventures in which we have a 20% ownership interest. In June 2007, we also sold Kissimmee West Shopping Center and Shoppes of Lakeland to a joint venture which we have a 7% ownership interest. In connection with the sale of these four centers to the joint ventures, we recognized a gain of $30.1 million. In late December 2007, we sold our Mission Bay shopping center on the installment method of accounting to a joint venture in which we have a 30% ownership interest. We did not realize a gain in 2007 for the sale of Mission Bay, but will realize a gain on the sale of approximately $11.7 million in 2008.

We are currently negotiating the sale of a limited number of stabilized, core portfolio assets with an approximate value of $260 million to a new joint venture. Proceeds from this transaction will be used to fund our business plan for 2008 and 2009, as well as pay down debt.

Acquisitions

In 2007, we acquired approximately $218.4 million in real estate assets from third parties for our various joint ventures. In addition, we sold five of our shopping centers to these partnerships generating approximately $74.7 million in proceeds, which was used to reduce debt and fund our co-investment obligations.

After an in-depth analysis of our business plan going forward, we intend to de-emphasize our acquisition program as a significant driver of growth. Acquisitions are planned to be more opportunistic in nature and the volume of these purchases will be substantially less than in 2007.


Formation of New Unconsolidated Joint Ventures

In June 2007, we formed Ramco Highland Disposition LLC, a joint venture with Hartland Realty Partners LLC to develop Hartland Towne Square. We own 20% of the joint venture and our joint venture partner owns 80%.

In June 2007, we also formed Ramco HHF KL LLC, a joint venture with a discretionary fund managed by Heitman LLC to acquire Kissimmee West Shopping Center and Shoppes of Lakeland. We own 7% of the joint venture and our joint venture partner owns 93%.

In July 2007, we formed Ramco HHF NP LLC, a joint venture with a discretionary fund managed by Heitman LLC to specifically acquire Nora Plaza located in Indianapolis, Indiana. We own 7% of the joint venture and our joint venture partner owns 93%.

In September 2007, we formed Ramco Jacksonville North Industrial LLC, a joint venture formed to develop land adjunct to our River City Marketplace shopping center. We own 5% of the joint venture and our joint venture partner owns 95%. As of December 31, 2007, the joint venture has $0.7 million of variable rate debt.

Competition

See page 9 of Item 1A. “Risk Factors” for a description of competitive conditions in our business.

Environmental Matters

See pages 13-14 of Item 1A. “Risk Factors” for a description of environmental risks for our business.

Employment

As of December 31, 2007, we had 123 full time corporate employees and 24 full time on-site shopping center maintenance personnel. None of our employees is represented by a collective bargaining unit. We believe that our relations with our employees are good.


COMPENSATION

Base Salary

Each named executive officer receives a base salary paid in cash. The Trust does not have existing plans that permit the deferral of base salary other than in connection with defined contribution plans.

The Committee believes that base salary is a significant factor in attracting and retaining key employees and also serves to preserve an employee’s commitment to the Trust during any downturns. The base salaries of named executive officers are reviewed on an annual basis, as well as at the time of a promotion or other change in responsibilities. Annual merit increases are generally effective January 1 st of the applicable year.

Historically, the Committee relies heavily on peer group analyses in determining annual salary increases while also considering the Trust’s overall performance. Mr. Gershenson may also consider the individual’s experience, current performance and potential for advancement in determining his recommendations. Mr. Gershenson’s recommendation as to Mr. Smith’s base salary is guided by the peer group analyses to a greater extent than for the other named executives officers due to the existence of more reliable peer data regarding chief financial officers.

In 2006, the Committee approved a base salary increase of approximately 4% for Mr. Gershenson. Further, principally based on Mr. Gershenson’s recommendations which the Committee determined were reasonable, the Committee approved base salary increases of 0% to 10% for the other named executive officers. The competitive market analyses confirmed that such base salary increases were on average near the market median of the blended peer group, although it varied on an individual level.

Annual Cash Bonus

The Committee believes the Trust’s annual cash bonus provides a meaningful incentive for the achievement of short-term corporate, department and individual goals, while assisting the Trust in retaining, attracting and motivating employees in the near term. The Trust does not have existing plans that permit persons to defer the annual cash bonus.

Mr. Gershenson and Mr. Smith. The annual cash bonuses to Mr. Gershenson and Mr. Smith are primarily determined using the peer group analyses and a review of the Trust’s overall performance. Significant variations from year to year are typically reserved for unusual or nonrecurring events. It should be noted that in accordance with Mr. Gershenson’s employment agreement, Mr. Gershenson’s bonus has a floor based on the following formula:


• 0% of base salary, if FFO per share increases less than 5% from the previous year;

• 15% of base salary, if FFO per share increases at least 5% but less than 7% from the previous year;

• 22.5% of base salary, if FFO per share increases at least 7% but less than 10% from the previous year;

• 30% of base salary, if FFO per share increases at least 10% but less than 15% from previous year; and

• 50% of base salary, if FFO increases by 15% or more from previous year.

However, Mr. Gershenson’s bonus has historically been influenced by the peer group analyses and the Trust’s overall performance, which has resulted in bonuses significantly higher than the minimum requirement.

The competitive market analyses confirmed that the cash bonuses earned by Mr. Gershenson and Mr. Smith in 2005 approximated the market median of the blended peer group. In March 2007, the Committee determined to pay Mr. Gershenson the same cash bonus as in the prior year, while Mr. Smith’s cash bonus was increased 12.5%, as set forth in the “Summary Compensation Table.”

Other Named Executive Officers. The annual cash bonus program for other named executive officers and certain other employees of the Trust was established with the assistance of Mercer in 2004 and is based upon the achievement of corporate, department and individual goals. In the fourth quarter preceding the applicable year, in connection with the Trust’s budget forecasting process and primarily based upon the recommendations of Mr. Gershenson, the Committee and the Board review and approve corporate financial goals for the applicable year. Other corporate goals, including strategic and other measures, are generally determined in the discretion of Mr. Gershenson, in consultation with Mr. Smith. Based upon such corporate performance goals, the other named executive officers establish department and individual goals for themselves that are tailored to achieving the corporate goals; these goals are reviewed by senior management to ensure that they are reasonable.

Preliminary amounts payable under the program are determined in accordance with a pre-established formula: the corporate, department and individual goals represent 30%, 50% and 20% of the estimated bonus, while the satisfaction of the threshold, target and maximum performance measures for such goals equate to payouts of 20%, 40% and 60% of base salary, respectively. For example, if an eligible employee satisfies the threshold amount of the corporate goal, such person would receive a preliminary bonus of 6% of base salary for such component (corporate weighting (30%) multiplied by threshold payout (20%)); the preliminary bonus is the aggregate amount of the three underlying components. In calculating the preliminary bonus amounts, the Committee does not prorate the amounts between the threshold, target and maximum. However, Mr. Gershenson and the Committee retain discretion to amend the preliminary amounts based upon an individual’s experience, potential for advancement and atypical events.

Upon the completion of applicable year, Mr. Gershenson recommends bonuses to the Committee based upon the foregoing. In March 2007, principally based on Mr. Gershenson’s recommendations which the Committee determined were reasonable, the Committee approved the 2006 bonuses set forth in the “Summary Compensation Table.”

Signing Bonus for Mr. Thomas Litzler. In connection with Mr. Litzler’s employment agreement, he received a $100,000 signing bonus in March 2006. Mr. Litzler’s signing bonus was not taken into account by Mr. Gershenson or the Committee in determining his annual cash bonus for services provided in 2006.

Long-Term Incentive Compensation

In 2003, Mercer assisted the Committee in designing the shareholder-approved 2003 Long-Term Incentive Plan (“LTIP”) to supplement its historical practice of granting stock options. The Committee believes the LTIP provides the strongest inducement for employees to focus on the Trust’s long-term business goals and strategies by motivating and rewarding the creation of long-term value, thereby improving the Trust’s financial performance and creating long-term value for shareholders. These programs also facilitate teamwork and assist the Trust in maintaining a stable management team.

In the first quarter of the applicable year, the Committee approves a long-term incentive dollar target for each named executive officer based upon a percentage of base salary, with such target tailored to the median of the blended peer group (although the Committee may consider other retention or performance considerations). The long-term incentive dollar targets are principally based on recommendations from the compensation consultants and Mr. Gershenson. In 2006, the Committee approved long-term incentive targets of 60% to 120% of base salary for the named executive officers, which is consistent the 2004 and 2005 long-term incentive programs.

The long-term incentive dollar target is then divided into three components: stock option grants, cash awards and restricted stock grants. In 2006, the Committee determined that the target award for stock options, cash and restricted stock would be 25%, 25% and 50%, respectively, of the long-term incentive dollar target, which is consistent with the 2004 and 2005 long-term incentive programs. The purpose of the cash award is to allow participants to cover the expected tax liability each year when the restricted stock vests.

Stock Options. Nonqualified stock options are granted on an annual basis with an exercise price equal to the closing price of the Trust’s common shares of beneficial interest on the NYSE on the grant date. The stock options vest one-third per annum beginning on the first anniversary of the grant date. Each stock option represents the right to purchase one common share of beneficial interest of the Trust and has a term of ten years.

The grant to each named executive officer is that number of stock options having a present value (as determined using a seven-year stock appreciation estimate) equal to 25% of such person’s long-term incentive dollar target. The Committee has the discretion to vary the number of options above or below the targeted level by 25% based on individual performance considerations, but has not used such discretion to date. Stock option grants made in 2006 are set forth in the “Grants of Plan-Based Awards in 2006” table.

Restricted Stock Grants and Cash Award. The restricted stock and cash are earned based on the achievement of specific performance measures over a period of three calendar years; such measures are established by the Committee at the beginning of the three-year period and thereafter communicated to eligible employees. For awards made in 2004 and 2005, there were three performance measures utilized: adjusted EBITDA return on assets (30%), growth in funds from operations (30%) and relative total shareholder return (40%). In 2006, based upon Mercer’s recommendation, the Committee eliminated total shareholder return as a component due to the significant accounting implications; as such, the first two components were weighted 50% each. The Committee has discretion to adjust the performance measures during the performance period for unusual or nonrecurring events affecting the Trust or its financial statements or changes in applicable laws, regulations or accounting principles.

Upon completion of the performance period, the Committee will compare actual performance against the target performance levels. The target cash award is 25% of the long-term incentive dollar target, and the satisfaction of the threshold, target and maximum performance measures result in cash payouts of 50%, 100% and 150% (with pro-ration), respectively, of such dollar target. The restricted stock award equals 50% of the long-term incentive dollar target divided by the closing price of the Trust’s common shares on the grant date of the award. The satisfaction of the threshold, target and maximum performance measures results in actual restricted share grants of 50%, 100% and 150% (with pro-ration), respectively, of the target restricted share grant.

The grant date and vesting periods for the awards are as follows: (i) the restricted stock will be granted generally at the first Committee meeting following the end of the performance period and such restricted stock will vest one-third per annum beginning on the first anniversary of the grant date; and (ii) the cash award also will vest one-third per annum beginning on the first anniversary of the restricted stock grant date. Each share of restricted stock represents the right to receive one common share of beneficial interest of the Trust upon vesting. The holder of the restricted stock has all the rights of a holder of common shares (other than free transfer rights), including voting rights and cash dividend rights.

With respect to the 2004 awards, one of the three performance measures were satisfied as of December 31, 2006, which equated to restricted stock grants and cash awards of 38% of their respective target award. The cash award earned as of December 31, 2006 is reflected in the “Summary Compensation Table” while the restricted stock grant is reflected in the “Outstanding Equity Awards at December 31, 2006” table. The 2005 awards are reflected in the “Outstanding Equity Awards at December 31, 2006” table, and the 2006 awards are reflected in the “Grants of Plan-Based Awards in 2006” and “Outstanding Equity Awards at December 31, 2006” table. Further, the financial statement expense related to the 2004-2006 restricted stock awards are reflected in the “Summary Compensation Table.”

Nonrecurring Restricted Stock Grants.

On June 12, 2006, in connection with Mr. Litzler’s employment agreement, the Trust granted 3,703 shares of restricted stock to Mr. Litzler under the LTIP in consideration of the value of restricted shares and stock options which lapsed due to the termination of his prior employment. The restricted stock vests one-third per annum beginning on the first anniversary of the grant date.

On March 8, 2007, the Committee determined to grant Mr. Gershenson an additional 5,000 shares of restricted stock under the LTIP in recognition of his exemplary work on specified joint venture projects. The restricted stock vests one-third per annum beginning on the first anniversary of the grant date. These grants will be reflected in the “Stock Awards” column of the “Summary Compensation Table” in 2007.

Perquisites and Other Personal Benefits

The Trust historically provides named executive officers with perquisites and other personal benefits that the Committee believe are reasonable and consistent with its overall compensation program to enable the Trust to attract and retain employees for key positions. Mr. Gershenson periodically reviews existing perquisites and other personal benefits provided to named executive officers and recommends material changes, if any, to the Committee for approval. See the “Summary Compensation Table” for a description of certain perquisites provided to named executive officers in 2006.

Deferred Stock

In December 2003, Messrs. Gershenson, Smith and Zantello entered into deferral agreements with the Trust whereby they irrevocably committed to defer the gain on the exercise of specified stock options. See “Executive Compensation Tables — Potential Payments Upon Termination or Change-in-Control — Trust Share-Based Plans — Deferred Stock” for additional information.

In connection with his deferral agreement, Mr. Smith deferred the gain upon the exercise of specified stock options in November 2006. See the “Nonqualified Deferred Compensation in 2006” table for additional information on the deferral program.

Contingent Compensation

The Trust has entered into employment agreements with Messrs. Gershenson and Litzler which provide for specified severance benefits, including upon a change of control. See “Potential Payments Upon Termination or Change-in-Control” for further information. Other than as provided for in such employment agreements and the Trust’s benefit plans, the Trust does not have any specific contingent pay arrangements with any named executive officer.

Customary Benefits

The Trust also provides customary benefits such as medical, dental and life insurance and disability coverage to each named executive officer, which is generally provided to all other eligible employees. The Trust also provides vacation and other paid holidays to all employees, including the named executive officers, which are comparable to those provided at similar companies.

MANAGEMENT DISCUSSION FROM LATEST 10K

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 December 31, 2007, we owned interests in 89 shopping centers, comprised of 65 community centers, 21 power centers, two single tenant retail properties, and one enclosed regional mall, totaling approximately 20.0 million square feet of GLA. We own approximately 16.0 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:


• The development of new shopping centers in metropolitan markets where we believe demand for a center exists;

• A proactive approach to redeveloping, renovating and expanding our shopping centers;

• A proactive approach to leasing vacant spaces and entering into new leases for occupied spaces when leases are about to expire; and

• The acquisition of community shopping centers, by consolidated entities or off-balance sheet joint ventures, with a focus on grocery and nationally-recognized discount department store anchor tenants.

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.

The highlights of our 2007 activity reflect this strategy:


• We have five projects are in various stages of development and pre-development encompassing over two million square feet with an estimated total project cost of $376.1 million. As of December 31, 2007, we have spent $65 million on such developments. We intend to wholly own the Northpointe Town Center and Rossford Pointe and therefore anticipate that $82.5 million of the total project costs will be on our balance sheet upon completion of such projects. We anticipate that we will incur $55.7 million of debt to fund these projects. We own 20% of the joint venture that is developing Hartland Towne Square, and our share of the estimated $50.6 million of project costs is $10.1 million. We anticipate that the joint venture will incur $38.0 million to fund the project. The remaining estimated project costs of $243.0 million for The Town Center at Aquia and the Shoppes of Lakeland II are expected to be developed through joint ventures, and therefore be accounted as off-balance sheet assets, although 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. As part of our development plans for The Town Center at Aquia and the Shoppes of Lakeland II, we anticipate the joint ventures will incur $182.3 million of debt and raise $48.6 million of equity from joint venture partners.

• We have eleven redevelopments currently in process, excluding The Town Center at Aquia. We estimate the total project costs of the 11 redevelopment projects in process to be $52.7 million. Five of the redevelopments involve core operating properties and are expected to cost $19.1 million of which $0.7 million has been spent as of December 31, 2007. For the six redevelopment projects at properties held by joint ventures, we estimate off-balance sheet project costs of $33.6 million (our share is estimated to be $8.6 million) of which $9.0 million has been spent as of December 31, 2007 (our share is $2.3 million).

• During 2007, we opened 91 new non-anchor stores, at an average base rent of $19.22 per square foot, an increase of 19.8% over the portfolio average for non-anchor stores. We also renewed 129 non-anchor leases, at an average base rent of $15.33 per square foot, achieving an increase of 10.8% over prior rental rates. Additionally, we opened seven new anchor stores, at an average base rent of $12.42 per square foot, an increase of 57.2% over the portfolio average for anchor stores. We also renewed five anchor leases, at an average base rent of $4.44 per square foot, an increase of 3.0% over prior rental rates. Overall portfolio average base rents increased to $10.61 in 2007 from $10.09 in 2006.

• Same center operating income in 2007 increased 5.7% over 2006.

• We increased the annual dividend to common shareowners to $1.85 per share in 2007 from $1.79 in the prior year.

Critical Accounting Policies

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 materially differ from these estimates.

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, recovery ratios, 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 have not materially changed during the year ended December 31, 2007. The following discussion relates to what we believe to be our most critical accounting policies that require our most subjective or complex judgment.

Allowance for Bad Debts

We provide for bad debt expense based upon the allowance method of accounting. We continuously monitor the collectibility of our accounts receivable (billed, unbilled and straight-line) from specific tenants, analyze historical bad debts, customer credit worthiness, current economic trends and changes in tenant payment terms when evaluating the adequacy of the allowance for bad debts. When tenants are in bankruptcy, we make estimates of the expected recovery of pre-petition and post-petition claims. The period to resolve these claims can exceed one year. Management believes the allowance is adequate to absorb currently estimated bad debts. However, if we experience bad debts in excess of the allowance we have established, our operating income would be reduced.

Accounting for the Impairment of Long-Lived Assets

We periodically review whether events and circumstances subsequent to the acquisition or development of long-lived assets, or intangible assets subject to amortization, have occurred that indicate the remaining estimated useful lives of those assets may warrant revision or that the remaining balance of those assets may not be recoverable. If events and circumstances indicate that the long-lived assets should be reviewed for possible impairment, we use projections to assess whether future cash flows, on a non-discounted basis, for the related assets are likely to exceed the recorded carrying amount of those assets to determine if a write-down is appropriate. If we determine that an impairment exists, we will report a loss to the extent that the carrying value of an impaired asset exceeds its fair value as determined by valuation techniques appropriate in the circumstances.

In determining the estimated useful lives of intangibles assets with finite lives, we consider the nature, life cycle position, and historical and expected future operating cash flows of each asset, as well as our commitment to support these assets through continued investment.

There were no impairment charges for the years ended December 31, 2007, 2006 and 2005.

Revenue Recognition

Shopping center space is generally leased to retail tenants under leases which are accounted for as operating leases. We recognize minimum rents using the straight-line method over the terms of the leases commencing when the tenant takes possession of the space. Certain of the leases also provide for additional revenue based on contingent percentage income which is recorded on an accrual basis once the specified target that triggers this type of income is achieved. The leases also typically provide for tenant recoveries of common area maintenance, real estate taxes and other operating expenses. These recoveries are recognized as revenue in the period the applicable costs are incurred. Revenues from fees and management income are recognized in the period in which the services have been provided and the earnings process is complete. Lease termination income is recognized when a lease termination agreement is executed by the parties and the tenant vacates the space.

Stock Based Compensation

During 2006 we adopted Statement of Financial Accounting Standard 123R “ Share-Based Payment ” (“SFAS 123R”). SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements as compensation expense based upon the fair value on the grant date. We adopted SFAS 123R using the modified prospective transition method. We determine fair value of such awards using the Black-Scholes option pricing model. The Black-Scholes option pricing model incorporates certain assumptions such as risk-free interest rate, expected volatility, expected dividend yield and expected life of options, in order to arrive at a fair value estimate. Expected volatilities are based on the historical volatility of our stock. Expected lives of options are based on the average holding period of outstanding options and their remaining terms. The risk free interest rate is based upon quoted market yields for United States treasury debt securities. The expected dividend yield is based on our historical dividend rates. We believe the assumptions selected by management are reasonable; however, significant changes could materially impact the results of the calculation of fair value.

Off Balance Sheet Arrangements

We have ten off balance sheet investments in joint ventures in which we own 50% or less of the total ownership interests. We provide leasing, development and property management services to the ten joint ventures. These investments are accounted for under the equity method. Our level of control of these joint ventures is such that we are not required to include them as consolidated subsidiaries. See Note 7 of the Notes to the Consolidated Financial Statements in Item 8.

Results of Operations

Comparison of the Year Ended December 31, 2007 to the Year Ended December 31, 2006

For purposes of comparison between the years ended December 31, 2007 and 2006, “Same Center” refers to the shopping center properties owned by consolidated entities as of January 1, 2006 and December 31, 2007.

In July 2006, we acquired an additional 90% ownership interest in Beacon Square Development LLC. We also acquired an additional 80% ownership interest in Ramco Jacksonville LLC in April 2007, bringing our total ownership interest to 100% for both entities, resulting in the consolidation of such entities in our financial statements. These properties are collectively referred to as the “Acquisitions” in the following discussion.

In November 2006, we sold Collins Pointe Plaza to Ramco 191 LLC, a joint venture with Heitman Value Partners Investments LLC. In December 2006, we sold two shopping centers, Crofton Centre and Merchants Square, to Ramco 450 LLC, our joint venture with an investor advised by Heitman LLC. In March 2007, we sold Chester Springs Shopping Center to this same joint venture. In June 2007, we sold two shopping centers, Shoppes of Lakeland and Kissimmee West, to Ramco HHF KL LLC, a newly formed joint venture. In July 2007, we sold Paulding Pavilion to Ramco 191 LLC, our $75 million joint venture with Heitman Value Partners Investment LLC. In late December 2007, we sold Mission Bay to Ramco/Lion Venture LP. These sales to joint ventures in which we have an ownership interest are collectively referred to as “Dispositions” in the following discussion with the exception of Mission Bay.

Revenues

Although total revenues of $153.3 million in 2007 did not fluctuate when compared to 2006, the individual revenue components varied year over year.

The increase in Same Center minimum rents was principally attributable to the leasing of space to new tenants throughout our Same Center portfolio in 2007, partially offset by a $1.1 million reduction in minimum rents related to centers under redevelopment during 2007.

The increase in the Same Center recoveries from tenants was primarily due to increases in common area expenses and the increase in electric resale revenue to tenants. Our overall recovery ratio was 98.4% in 2007 compared to 95.2% in 2006.

The $2.0 million increase in Same Center recoverable operating expenses was primarily attributable to higher electric costs from the expansion of our electric resale program.

Fees and management income increased $1.2 million, or 20.3%, to $6.8 million in 2007 as compared to $5.6 million in 2006. The increase was primarily attributable to an increase in acquisition fees of approximately $1.9 million as well as an increase of $0.9 million in management fees. The acquisition fees earned in 2007 relate to the purchase of Cocoa Commons, Old Orchard, Cypress Pointe and Mission Bay by our Ramco/Lion Venture LP joint venture, the purchase of Peachtree Hill, Chester Springs, The Shops on Lane Avenue, Olentangy Plaza and Market Plaza by our Ramco 450 LLC joint venture, the purchase of Shoppes of Lakeland and Kissimmee West by our Ramco HHF KL LLC joint venture, the purchase of Paulding Pavilion by our Ramco 191 LLC joint venture, and the purchase of Nora Plaza by Ramco HHF NP LLC. The increase in management fees was mainly attributed to fees earned for managing the shopping centers owned by our joint ventures. Development fees decreased $1.8 million mainly due to our acquisition of the remaining 80% interest in Ramco Jacksonville LLC.

Other income increased $0.5 million to $4.5 million in 2007. Interest income increased $0.6 million on advances to Ramco Jacksonville related to the River City Marketplace development, there was $0.2 million of miscellaneous income related to the favorable resolution of disputes with tenants and temporary tenant income increased $0.1 million from the same period in 2006. Lease termination income decreased $0.6 million to $1.9 million from $2.4 million in 2006.

Expenses

Total expenses increased 2.4%, or $3.3 million, to $142.4 million in 2007 as compared to $139.1 million in 2006. The increase was mainly driven by increases in depreciation and amortization of $4.3 million, recoverable operating expenses of $1.3 million, and general and administrative expenses of $1.3 million, partially offset by a $2.8 million decrease in interest expense.

Same Centers contributed $4.6 million to the increase of which $4.1 million was directly related to a center we demolished in late December 2007 in anticipation of redevelopment.

General and administrative expense was $14.3 million in 2007, as compared to $13.0 million in 2006, an increase of $1.3 million or 9.9%. The increase in general and administrative expenses was primarily attributable to the Company’s recognition a non-recurring expense in the amount of $1.2 million, net of income tax benefits, relating to an arbitration award in favor of a third-party relating to the alleged breach by the Company of a property management agreement. The Company has made a claim for coverage of the arbitration award and related attorneys’ fees under an insurance policy. The insurer has denied that coverage is available under the policy. The Company intends to pursue recovery from the insurer. Because there can be no assurance that the Company will prevail in obtaining coverage, the non-recurring expense was recognized in 2007.

Other

Gain on sale of real estate assets increased $9.3 million to $32.6 million in 2007, as compared to $23.3 million in 2006. The increase is due primarily to the gain on the sale of Chester Springs to our Ramco 450 LLC joint venture, the sale of the Shoppes of Lakeland and Kissimmee West to our Ramco HHF KL LLC joint venture, the sale of Paulding Pavilion to our Ramco 191 LLC joint venture, and the sale of land parcels at River City Marketplace. With respect to the sale of Chester Springs and Paulding Pavilion, we recognized 80% of the gain on each sale, representing the portion of the gain attributable to our joint venture partner’s ownership interest. The remaining portion of the gain on each sale has been deferred as we have a 20% ownership interest in the respective joint ventures. With respect to the sale of Shoppes of Lakeland and Kissimmee West, we recognized 93% of the gain on the sale, representing the portion of the gain attributable to our joint venture partner’s ownership interest. The remaining portion of the gain on the sale of these centers has been deferred as we have a 7% ownership interest in the joint venture. 2006 amounts reflect the gain on the sale of our Crofton Plaza and Merchants Square shopping centers to a joint venture in which we have a 20% ownership interest, as well as outlot sales at River City Marketplace. With respect to the sale of Crofton Plaza and Merchants Square to the joint venture, we recognized 80% of the gain on the sale, representing the portion of the gain attributable to the joint venture partner’s 80% ownership interest. The remaining 20% of the gain on the sale of these two centers has been deferred and recorded as a reduction in the carrying amount of our equity investments in and advances to unconsolidated entities.

Minority interest from continuing operations represents the equity in income attributable to the portion of the Operating Partnership not owned by us. The increase in minority interest from $6.2 million in 2006 to $7.3 million in 2007 is primarily the result of the increase in the gain on the sale of real estate assets in 2007.

Earnings from unconsolidated entities represent our proportionate share of the earnings of various joint ventures in which we have an ownership interest. Earnings from unconsolidated entities decreased $0.5 million from $3.0 million in 2006 to $2.5 million in 2007. This decrease is principally due to our consolidation of Ramco Jacksonville, the joint venture that owned River City Marketplace development. The purchase of the remaining 80% ownership interest in Ramco Jacksonville LLC in April 2007 decreased earnings by $0.4 million when compared to the same period in 2006. Also, $0.3 million of the decrease is attributable to our ownership interest in the Ramco/Lion Venture LP joint venture. This decrease is attributable to redevelopment projects at two shopping centers owned by the joint venture.

Discontinued operations, net of minority interest, decreased $1.3 million in 2007. In January 2006, we sold seven centers at a gain of $0.9 million, net of minority interest. In 2007, we did not have any properties classified as discontinued operations.

MANAGEMENT DISCUSSION FOR LATEST QUARTER

Comparison of Three Months Ended September 30, 2007 to Three Months Ended September 30, 2006

For purposes of comparison between the three months ended September 30, 2007 and 2006, “Same Center” refers to the shopping center properties owned by consolidated entities as of July 1, 2006 and September 30, 2007.

In April 2007, we acquired an additional 80% ownership interest in River City Marketplace, bringing our total ownership interest to 100%. Subsequent to the acquisition of the additional 80% ownership interest, River City Marketplace has been consolidated in our financial statements. This property is collectively referred to as the “Acquisition” in the following discussion.

In November 2006, we sold Collins Pointe Plaza to Ramco 191 LLC, a joint venture with Heitman Value Partners Investments LLC. In December 2006, we sold two shopping centers, Crofton Centre and Merchants Square, to Ramco 450 LLC, our $450 million joint venture with an investor advised by Heitman LLC. In March 2007, we sold Chester Springs Shopping Center to this same joint venture. In June 2007, we sold two shopping centers, Shoppes of Lakeland and Kissimmee West, to Ramco HHF KL LLC, a newly formed joint venture with a discretionary fund that invests in core assets managed by Heitman LLC. In July 2007, we sold Paulding Pavilion to Ramco 191 LLC, our $75 million joint venture with Heitman Value Partners Investment LLC. These properties are collectively referred to as “Dispositions” in the following discussion.

Revenues

Total revenues for the three months ended September 30, 2007 were $37.8 million, a $1.1 million decrease over the comparable period in 2006.

Minimum rents decreased $1.2 million to $24.1 million for the three months ended September 30, 2007 as compared to $25.3 million for the same period in 2006. The Dispositions resulted in a decrease of approximately $2.9 million in minimum rents, partially offset by an increase of approximately $1.8 million in minimum rents from the Acquisition. Minimum rents at the Same Center properties during the three months ended September 30, 2007 were consistent with the comparable period in 2006.

Percentage rents decreased $108,000, from $225,000 for the three months ended September 30, 2006 to $117,000 in 2007. The decrease was mainly attributable to Dispositions.

Recoveries from tenants decreased $286,000 to $10.5 million for the three months ended September 30, 2007 as compared to $10.7 million for the same period in 2006. The Dispositions resulted in a decrease of approximately $921,000 in recoveries from tenants, offset by an increase of approximately $619,000 from the Acquisition. The increase of approximately $16,000 for the Same Center properties was primarily due to the expansion of our electric resale program. We expect our recovery ratio percentage to be in the range of 96.0% to 99.0% for the full year 2007.

Fees and management income decreased $180,000 to $1.1 million for the three months ended September 30, 2007 as compared to $1.3 million for the three months ended September 30, 2006. The decrease was primarily attributable to a $849,000 decrease in development and tenant coordination fees for our River City Marketplace development, partially offset by a $437,000 increase in acquisition fees related to the sale of Paulding Pavilion to our Ramco 191 LLC joint venture, an increase of $76,000 in acquisition fees related to the acquisition of Old Orchard by our Ramco/Lion Venture LP joint venture, and an increase of $212,000 in management fees attributable to managing the shopping centers owned by our joint ventures.

Other income for the three months ended September 30, 2007 was $1.9 million, an increase of $737,000 over the comparable period in 2006. The increase is primarily attributable to an increase in lease termination fees of $515,000 during the three months ended September 30, 2007 compared to the same period in 2006.

Expenses

Total expenses for the three months ended September 30, 2007 decreased $1.6 million to $33.9 million as compared to $35.5 million for the three months ended September 30, 2006.

Real estate taxes were $5.1 million during the three months ended September 30, 2007, consistent with the comparable period in 2006.

Recoverable operating expenses were $6.0 million during the three months ended September 30, 2007, consistent with the comparable period in 2006. Same Center recoverable operating expenses increased approximately $624,000 and the Acquisition resulted in an increase of $108,000, partially offset by a decrease of $497,000 related to Dispositions.

Depreciation and amortization was $8.1 million for the third quarter of 2007, consistent with the comparable period in 2006. Depreciation and amortization expense increased by $696,000 primarily due to the Acquisition, in particular the acquisition of the remaining 80% ownership interest in River City Marketplace made in April 2007, and an increase of approximately $200,000 for Same Center properties. The increase was offset by approximately $878,000 of depreciation and amortization expense related to Dispositions.

Other operating expenses decreased $493,000 to $770,000 for the three months ended September 30, 2007 as compared to $1.3 million for the comparable period in 2006. The decrease is primarily attributable to bad debt expense recorded in the three months ended September 30, 2006. No similar increase was recorded during the three months ended September 30, 2007.

General and administrative expenses increased $715,000, from $3.3 million for the three months ended September 30, 2006 to $4.0 million for the three months ended September 30, 2007. The increase in general and administrative expenses was primarily due to a $325,000 increase in payroll expenses related to staff increases associated with the growth of our portfolio and higher salaries and fringes, as well as an increase of $200,000 in the audit and tax professional fees.

Interest expense decreased $1.9 million to $9.9 million for the three months ended September 30, 2007, as compared to $11.8 million for the three months ended September 30, 2006. Average monthly debt outstanding was $45.7 million lower during the third quarter of 2007, resulting in a decrease in interest expense of approximately $713,000. In addition, the average interest rate on outstanding debt during the third quarter of 2007 was lower than the comparable period of 2006, resulting in a decrease in interest expense of approximately $580,000. Further, interest expense during the third quarter of 2007 was favorably impacted by approximately $489,000 as a result of higher capitalized interest on development and redevelopment projects, approximately $169,000 of decreased amortization of deferred financing costs and approximately $78,000 of decreased amortization of marked to market debt.

Other

Minority interest represents the equity in income attributable to the portion of the Operating Partnership not owned by us. Minority interest for the three months ended September 30, 2007 increased $300,000 to $1.2 million, as compared to $874,000 for the three months ended September 30, 2006. The increase is primarily the result of higher income from continuing operations of the Operating Partnership, Ramco-Gershenson Properties, L.P. for the three months ended September 30, 2007 compared to the same period in 2006.

Earnings from unconsolidated entities represent our proportionate share of the earnings of various joint ventures in which we have an ownership interest. Earnings from unconsolidated entities decreased $176,000, from $864,000 for the three months ended September 30, 2006 to $688,000 for the three months ended September 30, 2007. The majority of the decrease is attributable to our purchase of the remaining 80% ownership in Ramco Jacksonville, the joint venture that owned the River City Marketplace development.

Loss from discontinued operations, net of minority interest, was $19,000 for the three months ended September 30, 2006. In January 2006, we sold seven of our shopping centers held for sale to an unrelated third party for $47.0 million in aggregate. Discontinued operations for the three months ended September 30, 2006 include a loss of $3,000, net of minority interest, on the sale of a portion of these centers, as well as $70,000 from the operations of a portion of these centers. There were no operations for these assets during the three months ended September 30, 2007.

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