Greetings, and welcome to the Ramco-Gershenson Properties Trust Third Quarter 2013 Earnings Call. At this time all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. (Operator Instructions) As a reminder this conference is being recorded. It is now my pleasure to introduce your host, Dawn Hendershot, Director of Investor Relations. Thank you, Ms. Hendershot, you may now begin.

Good morning and thank you for joining us for the third quarter 2013 conference call for Ramco-Gershenson Properties Trust. Joining me today are Dennis Gershenson, President and Chief Executive Officer; Gregory Andrews, Chief Financial Officer; and Michael Sullivan, Senior Vice President of Asset Management. At this time management would like me to inform you that certain statements made during this conference call, which are not historical, may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Additionally, statements made during the call are made as of the date of this call. Listeners to any replay should understand that the passage of time by itself will diminish the quality of the statements made. Although we believe that the expectations reflected in any forward-looking statements are based on a reasonable assumption, factors and risks that could cause actual results to differ from expectations are detailed in the press release. I would now like to turn the call over to Dennis for his opening remarks.

Thank you, Dawn. Good morning. The positive third quarter results, which we are reporting today adds to our string of multiyear quarter after quarter successes in driving our operational and financial performance. These metrics covers coupled with the strong balance sheet we built over the same period, have established a solid foundation upon which we will grow the career, sustainable earnings increases for the foreseeable future. Thus far in 2013, we are, first, grown our total capitalization from $1.3 billion at the end of 2012 to $1.8 billion today. Second, at the midpoint of our guidance, we are on track to produce an increase in funds from operations of 12% over last year's number. Third, to-date in 2013, we've acquired approximately $446 million in shopping center assets, all on an accretive basis and we have sold two non-core centers as part of our capital recycling program. We are also in contract to sell at least one additional property before the end of the year. Fourth, we've achieved real increases in occupancy portfolio wide. We've driven anchor leasing to a point where we have only four large format licensees. Two of the four are at our most recent acquisitions, Mount Prospect Plaza and Deer Grove both in metropolitan Chicago. Mt. Prospect was acquired in the second quarter and Deer Grove was just purchased in the third quarter. We've already identified national retail prospects for each of these locations. We have also filled one of the other two remaining anchor spaces with a temporary use as we work to secure the appropriate retail growth. Further, we continue to make substantial progress in shop leasing. Our shop occupancy is on track to get approximately 90% by year-end. And fifth, we've expanded our list of named value-add redevelopment projects and we've announced the commencement…

Thank you, Dennis, and good morning, everyone. Ramco's Asset Management Team is pleased to report our third quarter operating results. Our ability to post consistently superior results validates not only on operating strategy, but also the quality of our shopping center portfolio. We have created momentum that should provide for sustainable growth in 2014 and beyond. Leasing continues to drive our portfolio productivity. In the third quarter, we generated strong leasing velocity of positive rent spreads, both new and expiring leases. Total lease transaction volume was approximately 525,000 square feet, and on a comparable basis the cash rental spread was up over 6%. We continue to take advantage of an active retail leasing environment at several levels. Shop leasing velocity was strong in the third quarter accounting for approximately 115,000 square feet. We note here continuing trends with the prior quarter. First, we continue to benefit from high interest from national and regional small shop retailers that are expanding their stores and leases executed in this category accounted for almost 72% of total shop leasing activity. Second, large format shop users or those over 5,000 square feet continue to be an important element in maintaining our shop leasing momentum. For the quarter, we signed almost 45,000 square feet of lease spaces or 40% of total shop leases executed. With expanding retail concepts including Old Navy, Hancock Fabrics, Catherine's and Dress Barn. Third, local small shop tenants who are expanding in opening new stores in a trade area are focusing on the highest quality assets, which in many cases bring them to Ramco. It's important to note that we select only those local merchants with strong credit and uses that will improve the character and tenant makes at a particular center. The ongoing success with our shop leasing program demonstrates that…

Thank you, Michael. Let me begin by covering our activity during the quarter and our financial position as of September 30, an overview of our income statement and conclude with our outlook for the balance of the year. We ended the quarter with gross assets of $1.8 billion. In August, we acquired Deer Grove Center in Palatine, Illinois, an infill suburb of Chicago for $20 million. Deer Grove is the second center we acquired this year in Chicago land and is only seven miles from Mount Prospect Plaza which we bought in June. We plan to add values of both properties primarily through the lease-up of over 90,000 square feet of vacant space. In September, we sold one non-core property in Lancing, Michigan for $5 million. This was a smaller property anchored by only OfficeMax, but did not meet our criteria for only larger centers with multiple anchors in major metro markets. As Dennis mentioned, we also commenced construction Lakeland Park Center in Lakeland, Florida during the quarter. We're just progressing on pace and we are targeting opening in the fourth quarter of next year. We funded our asset growth for the quarter with the issuance of $17 million in common equity and $7 million of new borrowings under our line of credit. Against the background of economic uncertainty, we saw this year a conservative growth in the capital markets, while remaining cognizant of our cost of capital relative to our investment returns. Let me sum up our quarter and financial position in three areas. Number one, leverage and coverage. Our key credit ratios include debt to EBITDA at 6.2 times, interest coverage ratio at 3.6 times, and fixed charge coverage at 2.6 times. These are solid credit metrics and they reflect our commitment to maintaining an investment grade profile.…

Thank you. We will now be conducting a question-and-answer session. (Operator Instructions) Our first question comes from Richard Milligan with Raymond James. Please proceed with your question.

So with the portfolio now owns 96% occupied or leased, just curious where you think you can push that or at what point do you think you get to speed your occupancy and then where do you think you can get rental lease spreads may be in 2014 or how do you see that trending over the next couple of quarters?

Well let me start then some of the other guys can jump in. Relative to our anchors, there will always be potentially once everything has reached stabilization, one or two anchored spaces that might be available. But at this juncture we really have identified in three of the four boxes retailer with whom we're actively working to fill the boxes. As far as the small tenant is concerned we believe that we can get to somewhere between 92% and 93% over the next 12 to 18 months. So I think that we can push occupancy further and we're averaging at least on the small tenant space between $15 and $16 a square foot. So just on the internal side, working, not concerning redevelopments, but just on the lease-up, we think there's some real internal growth on the investment portfolio.

And then so you would assume that may be you've had another 100, 150 basis points for the overall occupancy before you reach sort of that stabilization?

I wouldn't necessarily speculate that it's 100 to 150. I think when we come out with our guidance for 2014; I think we can give you a little more clarity at least where we think we'll be relative to occupancy at that point.

Okay, this is Greg. I would just add that cognizant of the fact that we filled up a lot of space, we're doing a couple of things. One is, as we reference this in our prepared remarks, we're acquiring centers that have an opportunity to add value. The two properties we brought in Chicago were low 80% occupied. But they're fundamentally sound centers in good locations, high income trade areas, good access, and visibility from the roadway and we think that bringing our expertise to the team well we can boost that occupancy and create value. So we are looking for those kind of opportunities and things that we acquire and then also as Dennis mentioned, we're ramping up our, what we call a redevelopment pipeline but it also includes expansions. So at a number of centers we have lands available adjacent to the centers where we are accommodating demand from tenants by building additional space. So we think both of those candidates are ways of supplement our growth on a go forward basis in addition to maximizing the value of existing property.

Our next question comes from Vincent Chao with Deutsche Bank. Please proceed with your question.

Hey guys. Just want to follow-up on the anchor side, with four boxes sort of empty and activity on three of them, sounds like good progress there. Just curious on the three that are left to roll in 2013 and the eight that are coming due in '14, any of those concerns for you, in terms of the move out?

This is Mike Sullivan. No, we're on track to repaying that.

Okay. Thank you. And then just Dennis may be if I go back to your comments earlier I think you said there was summer low in sort of the investment activity just given what was going on, but now you're starting ultimately on single property deals out there. Just curious if you could spread some more color on the entire acquisition market for today, if there is more sellers coming to market, more opportunity and that kind of thing? And then, also how you're balancing sort of rising cost of financing versus net cap rate, which seemingly are holding steady?

Well, as I mentioned, we saw a very distinct drop off in opportunities as sellers certainly hold back because a lot of us were making noises about the rising cost of what making these acquisitions. I think with some degree of comfort and stability that's been established in the relatively recent past, you're saying these assets coming to that time and that the reasons that the cap rates really haven't moved much for the type of the assets that we've been looking at are because they're primarily institutional quality and the institutions are also focused on sort of entering these at least on the short run. What we are seeing is with the private clients and the B type of assets where financing is really required that we've seen an increase in cap rates. Pursuant to some of Greg's earlier comments where we've seen balancing -- accessing the ATM program as we made the acquisitions that we did, we remain focused on the balance sheet but we, relative to rising debt. But we think that because of the type of assets that we're acquiring and we could go through asset after asset grade, talk about the latest two, and the lease-up potential. What we really see is significant upside in the acquisitions that we're making and thus may be the uptick in the interest costs will not have the same kind of impact on assets that may for those who are buying stable and fully leased assets.

Okay. That's helpful. And could you quantify into the private actually you're seeing some increase and what level of increase are you sort of seeing out there?

I think up to 25 basis points.

25 to 50 basis points.

Okay. That is helpful. And then just last question for me just on the redevelopment that you -- the shadow pipeline that you highlighted having $90 million, which I think is expected to commence over the next year and a half or so. Just curious, if you think about the longer-term opportunity within the portfolio just kind of your intent of how much more or how -- is that number or something that can be replicated going forward, may be if you think about what percentage of portfolio has been redeveloped over the past may be 5 or 10 years to get a sense of how much potential is remaining?

Yes, I think that if you look at our history, you will see that we have easily averaged anywhere from three to five assets a year where we've been able to add value even to shopping centers that we've owned for some time that were 100% leased, because of the desirability of the asset we've been able to bring end users that of a national character and rework the shopping center. That's one of the reasons that we like buying properties with land adjacent so that we're not anywhere near as challenged in trying to find a solution where we have to take out some of the smaller tenants to accommodate larger ones. :

Our next question comes from Craig Kucera with Wunderlich Securities. Please proceed with your question.

The macro retail environment seems to be decelerate throughout the quarter and I was curious did you guys see any trends or do you've any trends from your agents in leasing trends on sort of a month-to-month basis or FIFO kind of getting into September a little bit more hesitant may be raise rent where you're maybe more of 9% range in first and second quarter?

This is Mike Sullivan. No, no, Craig. I don't think we really see that. You might take a position that the universe of say local shop tenants might be contracting a little bit. We're in a decent position because those locals who are expanding, opening new stores in a particular trade area are focusing on the highest quality assets in the trade area. That helped us. But we haven't seen any downward pressure that you're describing in rent spreads although obviously leasing is cycling, every quarter is different. We're not getting that kind of report from the agents.

So you didn't run out the quarter and we're kind of hitting 9% to 10% and wound up lower, it was fairly even throughout the quarter is what you're saying?

Throughout the quarter it was. Again we stress that every quarter is different and that the character of the transaction is different. I think you can see that from quarter over quarter what our spreads are. I think in general full year we're going to end up pretty strong not only for new leases but for renewals as well.

And with the lease termination income that you had, I know you said that you booked most of it this quarter. Kind of what's the expectation, are we going to see more of that in the fourth quarter, even on in the first quarter, and should we kind of beyond that by the end of the year?

I think we're pretty much out of it. We may have some smaller one-off in the fourth quarter not really material. Again, this is something where it varies year-to-year based on opportunity based on quarter. We always sort of put a little place holder in our budget for some anticipation it's not always identified at the beginning of the year. So we have a history of booking these in various amounts and the final answer to your question is I think we're through that mostly for the rest of the year.

Okay. And when we look at your tenant improvements what kind of the expectations kind of longer-term, it seemed to be kind of trended down for about three quarters and then now we're back at 11.70? Is that kind of a good run rate kind of the last 12 months kind of look back?

Well, on the face of it Craig, if you take the average of the last four quarters it's almost identical at 11.55. So I would say that it is going to vary based on the deals that take place in any given quarter. But in general, having dealt with a lot of the box leasing over the last two years and reducing the number of vacancies there, we actually anticipate that the CapEx required in the form of an allowances will be trending down just because there are less of those deals, likely to be taking place each quarter going forward.

Okay.

But I do not have a specific number to guide you too on that.

Okay. That's fair and I appreciate the color. And finally, I think your G&A was down a little bit from -- not down year-over-year but down sort of from first and second quarter, is that kind of where you're keeping spreading going forward?

Yeah, I think we said approximately $22 million for the full year, which we see fairly consistent with where we are this quarter. In the beginning part of the year, we tend to incur a little bit more in G&A related to for example, the ICSC convention in Las Vegas which takes place in May.

Our next question comes from Michael Mueller with J.P. Morgan. Please proceed with your question.

Two question. I think I heard you say that you thought cap rates have moved about 25 basis points to 50 basis points up is that correct?

What we were -- Michael, I was referring specifically to those assets that were more private client type of shopping centers that require some degree of financing in order to actually make the acquisition that is a post institutional quality, where we really haven't seen any real movement at all in CapEx.

Okay. So basically, the stuff you're selling, you've seen a little bit of a backup compared to the product that you end up buying, is that fair statement right?

Yes.

Okay. And then Dennis, I think you said something in your prepared comments about you thought you would be in a position to generate above average FFO growth or earnings growth over the next few years. I'm just curious on what do you see as average growth for the industry that you think you would come in above?

Well, I think probably 5% would be a good number.

Okay. For the average?

Yes.

Okay. And then -- and you walked through the shadow pipeline for the redevelopment. Is there anything new on the horizon I guess, related to other new ground-up developments as well or is that still further off, beside from the one that's in process in now?

Well, if we - beyond that we have the two sites that we own. We continue to make reasonable progress in attempting to put together development condos and then what you're going to see as far as both development and re-development is and we -- I think we talked about this directly with you is the shopping center expansion at places like Fox River, Harvest Junction, time and again. So I think the major thrust of what we're going to do in the area of actually building new will be really be expansions to our existing shopping centers.

Just to build on Dennis's comments there I think it's important to state that we're not actively seeking new Greenfield sites to do ground-up development. The lands that we have acquired has always been adjacent to a center that we either bought or already own.

Our next question comes from Benjamin Yang with Evercore Partners. Please proceed with your question.

I think Dennis you previously talked about same-store NOI accelerating in the back half of the year and may be based on where you've been your current same-store guidance it looks like maybe that's no longer the case. So just curious what may have changed since last quarter, the government shut down, anything else and may be tempered your outlook a bit or you think you guys are just maintaining some conservatism heading into the holiday season?

Well certainly, we'd like to think that we're always conservative. When you had the mid-2% growth earlier in the year you need to kind of some oversight growth to compensate for that. So I think that by selling you were in the 3% range, we're very comfortable with number and we'll be more than pleased to come into the higher figures coming year-end.

Great. And may be for Greg, just curious if you had any update on that investment grade rating equivalent for your recent private placement and may be talk about may be how that market had changed since you did that deal, like may be what the terms would be if you were to do that same deal today versus back in June?

Yeah. So the process works this way, Ben. The actual -- we don't go out and seek a rating from the NAIC; the debt investors who line up the money go out and seek that. And the NAIC has a valuation office that will prepare that rating. They have it on their plate so to speak, it's something that they've acknowledged that they're working on. But we don't have a reply yet as to what that is. As to the second part of your question, I think in general spreads for that type of paper as well as for re-fi have been stable to may be a little bit wider than they were at the time that we did that deal, but not significantly different. What was different obviously is the underlying treasury rates.

Makes sense, and then may be final question, I'm just curious what the catalyst might see for having that private placement market again. Is it kind of you starting to pay down may be some secured debt as they come due or is there anything else that you have in mind?

Well, we have relatively little debt coming due as I mentioned. So there's not really a need to do that. But I think it will be helpful towards is if we acquire significant amount of property over a period of time and then have again, call it a $100 million or more of debt compliance related to that. It's not a marketable cap I think in small increments, but if we have bigger needs then that's something we would look at.

Our next question comes from Nathan Isbee with Stifel. Please proceed with your question.

Just going back to the discussion about the redevelopment that you're about to embark on. You touched on it briefly in terms of the disruption that it would cause to existing portfolio. If you look at the $90 million, how much would you expect that way on growth, clearly was an issue in previous years with some of the redevelopment that you did and I'm just curious on that $90 million how much you're penciling in right now?

Well, if I understand the question -- of your question Nate, in the past a number of the redevelopments that we did really required taking some significant income offline such as our well -- health well redevelopment we did a number of years ago, where you actually closedown and then close a mall in an attempt to convert it into a much more viable asset. The beauty of the redevelopment projects that we're talking about here because we're lumping together expansions and retenantings really will not have any impact or consequence on our growth story because these indeed due up relate to enlarging the shopping centers or expanding an existing tenant or tenants. So we are very excited about the opportunity. And certainly, I am very aware of the fact that we will stage these in such a way that we do not see them impacting and interrupting the growth of our net operating income.

And then on the two Chicago I think you bought in the low 80s, when would you expect those to be leased up to the tier portfolio average?

Well, as I mentioned earlier, during the due diligence process because of the relationship we have with our stable of tenants, we know that that are a number or retailers who would like to be a part of each of these members. As a matter of fact, the interesting aspect of it is, that the population in this area of metro Chicago is so dense that there are several retailers who really were located in between these two locations, who concluded that they are really not gathering enough interest from the people who may have on the fringes of what one location would do for them. So we are in the process of negotiating with them to close that one location and take locations at both Deer Grove and Mount Prospect. So I'd like to think within 12 months we certainly should be in a position where they have moved well into the 90 plus percent.

Okay. Thank you. And then, Michael --

And again, I would emphasize Nate that this is not speculation and that we just feel good about the center, we have identified tenants that we're specifically working with.

Okay, great. And then -- and Michael, you mentioned that the expiring anchor releases over the next year. Could you talk about how many of those explorations have tenant options on them?

I think to be honest I mean, I cannot give you the exact number. We have 15 anchors expiring in '14. As I run down the list, it looks like almost all of them have options. And in again, borrowing any unforeseen circumstance, it appears that we're going to be able to retain almost all.

Okay. What type of growth you built into those tenant options?

Let's see. It looks like some of them specially, a grocery may be flat, the soft goods which looks to be more than half between may be $0.25 and $0.50 a foot. And there is really only one here, now that you mentioned is, that does not -- two of them do not have options, but we are negotiating for repayment. So I would say flat with grocery and for the soft goods it's $0.25 to $0.50.

Okay. And would you say that two that don't have options are below market?

No, I do not. They are in fact the -- one is office and one is furniture, I think they're most at market.

And then I know it's just a -- it's a small deal. Can you talk about pricing on the Lancing assets?

What you have to appreciate, I mean it's between let's say 9 and 9.5 was the cap rate, but what you have to appreciate is that it was an office use. There was only two years left on the lease and then it budgets small tenants. So there was not a lot of leverage on our side of the table, but it absolutely did not fit into the type of asset that we wanted though.

Our next question comes from Todd Thomas with KeyBanc Capital Markets. Please proceed with your question.

Just Dennis going back to the transaction environment again, I was just wondering two questions, first how big is the company's appetite right now? And then second, does it seem like the competition has decreased a little bit since before the summer and spring?

I'm answering the second part of it first is that I think it's the players that we typically were facing as our competition have remained about the same. Private lease that have been very active in the assets that we've been looking at and institutional buyers through their client representatives were the people that more often than not we saw. As for as our appetite is concerned we have said over the years that the organization is setup so that we believe we can handle a significant number of additional shopping centers without major increases to our G&A. We still feel that way I think we're as lean and mean as we need to be we over the last several years did cut our G&A, and I think with the new systems we have in place and with the highly skilled professionals we have that I certainly think that at least repeating what we did in this year is well within our grasp.

And then have you changed your underwriting criteria at all on the assets that you're targeting here in value-add segment of the market and what kind of market rent growth are you underwriting today in the acquisitions that you're looking at?

Well, on a conservative basis, as far as rental increases are concerned, two things happen. One, we go into the market, we certainly check to see whether or rents that are certainly are being paid are at or below market. But if we assume that there are X markets then it's usually 2% to 3% percent level growth. And as far as our criteria is concerned once again, it really hasn't changed. We're looking for healthy demographics, a growing community, outstanding location, multi-anchored shopping center, metro market, and most importantly that ability to add value and in many cases that value-add is not necessarily something that is obvious to everybody. In many instances, we see opportunity to add something to the shopping center either because of the people in our organization who truly understand the value-add or in checking with a number of the tenancies who are either in the shopping center or who would like to come here to the shopping center who would to prefer to expand but we're getting the kind of response from the existing owners that they would like.

And then just a question on Deer Grove. You mentioned so from now prospect and Deer Grove you would expect over the next 12 months or so that the occupancy in the 90% range. I was just curious the dominance that Deer Grove is that one they did announce that they're planning to exit the Chicago market. Is that one that you expect to recapture and sounds like demand, you've already identified a number and then that would be interested in both of those of centers, how does that sort of factor into your calculus for that property?

We had always assumed that Dominick's would leave and their lease was up in 2016. We did not wait as we look through due diligence for the kind of tenants that might be interested in the shopping center. If you look at the demographic profile very densely populated, now that doesn't mean that you're going to turn around and put in another supermarket because if you look at the trade area, there's certainly what happens that they have the whole spectrum of markets all the way from the highest quality to very promotional. But we had at the outset identified three users each who wanted for all kinds of purposes the entire box. We're also looking because we have a soft line retailer that we're talking for one the existing boxes that maybe we could even alter that approach put in a number of soft line retailers in the 65,000 square foot Dominick's and really change that whole character of that end of the shopping center. So we see this as a very exciting opportunity and with Dominick's really being obligated under their lease until 2016, although we'd like to move immediately, we will take our time when we would like to terminate that lease.

Our next question comes from Craig Schmidt with Bank of America. Please proceed with your question.

In the second quarter conference call you sort of dispositions in the second half of the year could be between $25 million and $35 million. Where do you think those dispositions will come in at this point?

Craig, I think that we will be lower than that some. What is happening is that we have a number of assets that for a variety of reasons that we were looking at selling. I referenced one; they are referencing two under contract. So I think in addition to the $5.5 million, I think we're talking about may be another anywhere from $12 million to $15 million in sales.

And do you think that will come from Michigan?

Typically we don't identify where the sales are until the time that we close. But I think this is a good possibility that at least one Michigan asset will be in that group.

Craig its Greg, just make a point about that. The focus on our disposition program is on things that don't fit our ongoing criteria which we talked about multi-anchored, larger centers, major metro markets. So it's not about particular states as much as it is about type of assets that we to own in the portfolio for the long haul.

Our next question comes from Chris Lucas with CaptialOne. Please proceed with your question.

Two quick questions for you. On the supplement, the redevelopment project at both Fox River and Harvest Junction, the stabilization was pushed back. Could you provide some color on what was going on there?

Well you've started off with these projects with the most optimistic schedule as far as our community or approvals are concerned. And then, as you move into the process as things will happen, the approvals typically are a little more complicated than you would like. But it has nothing to do with the amount of tenant interest, nor the progress that we're making in negotiating with the retailers. So I would lay any timely changes at the seat of entitlements (ph).

And then leasing volume in total was very solid for the quarter. I guess, the question I had was just understanding the non-comparable space lease volume, what does that consist of? And if you can may be break it down between the development or redevelopment and any sort of space consolidations or space changes that non-comparable space includes?

Chris, it's really more of a function of the character of the transactions in the quarter and every quarter is different. But conceptually, as we approached 96% lease, we're working on that last 4% in the portfolio that in some cases may have been vacant for longer than the year and therefore by definition it becomes non-comp. So I think you will see that sort of even out quarter-over-quarter. But the - the relationship between comp and non-comp is really definitional and is mostly -- whether it's been vacant longer than a year. We do have some conversions in our deals where we may be converting to a net lease with 6%, 10%, stuff like that which may again by definition core the comp. I don't see there's any perceptive or important trends in this quarter-over-quarter.

Yeah. Chris, just to add, there is about a 100,000 square feet this quarter related to development at Lakeland Park. So again, since that's not new, our existence, that's not existing space, so there is something to compensate.

(Operator instructions) There are no further questions in QS this time. I would like to turn a call back over to management for closing comments.

Well, ladies and gentleman, as always, we thank you very much for your interest and your attention. We look forward to communicate with you in the near future. Have a great day.