Back to GetFilings.com



Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Mark One

     
x
  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2004

OR

     
o
  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                    to                   

Commission File Number 1-12928

Agree Realty Corporation


(Exact name of registrant as specified in its charter)
     
Maryland


38-3148187

(State or other jurisdiction
  (I.R.S. Employer
of incorporation or organization)
  Identification No.)
     
31850 Northwestern Highway, Farmington Hills, Michigan


48334

(Address of principal executive offices)
  (Zip Code)

Registrant’s telephone number, included area code: (248) 737-4190

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes                         No

x                         o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes                         No

x                         o

6,469,471 Shares of Common Stock, $.0001 par value, were outstanding as of November 5, 2004

 


Agree Realty Corporation

Form 10-Q

Index

             
        Page
Part I:
  Financial Information        
Item 1.
  Interim Consolidated Financial Statements        
 
  Consolidated Balance Sheets as of September 30, 2004 and December 31, 2003     3-4  
 
  Consolidated Statements of Income for the nine months ended September 30, 2004 and 2003     5  
 
  Consolidated Statements of Income for the three months ended September 30, 2004 and 2003     6  
 
  Consolidated Statement of Stockholders’ Equity for the nine months ended September 30, 2004     7  
 
  Consolidated Statements of Cash Flows for the nine months ended September 30, 2004 and 2003     8-9  
 
  Notes to Consolidated Financial Statements     10  
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     11-19  
  Quantitative and Qualitative Disclosures About Market Risk     20  
  Controls and Procedures     21  
  Other Information        
  Legal Proceedings     22  
  Changes in Securities     22  
  Defaults Upon Senior Securities     22  
  Submission of Matters to a Vote of Security Holders     22  
  Other Information     22  
  Exhibits and Reports on Form 8-K     23  
        24  
 Certification of Chief Executive Officer, Pursuant to Section 302
 Certification of Chief Financial Officer, Pursuant to Section 302
 Certification of Chief Executive Officer, Pursuant to Section 906
 Certification of Chief Financial Officer, Pursuant to Section 906

2


Table of Contents

Agree Realty Corporation

Consolidated Balance Sheets (Unaudited)

                 
    September 30,   December 31,
    2004
  2003
Assets
               
Real Estate Investments
               
Land
  $ 68,692,068     $ 56,848,606  
Buildings
    174,843,360       161,265,188  
Property under development
    3,404,524       3,110,835  
 
   
 
     
 
 
 
    246,939,952       221,224,629  
Less accumulated depreciation
    (40,565,471 )     (38,475,767 )
 
   
 
     
 
 
Net Real Estate Investments
    206,374,481       182,748,862  
Cash and Cash Equivalents
    216,144       1,004,090  
Cash – Restricted
          4,309,914  
Accounts Receivable - Tenants, net of allowance of $20,000 and $120,000 for possible losses
    115,537       622,337  
Investments In and Advances to Unconsolidated Entities
          330,316  
Unamortized Deferred Expenses
               
Financing
    1,041,427       1,155,427  
Leasing costs
    218,249       231,344  
Other Assets
    1,610,108       1,283,424  
 
   
 
     
 
 
 
  $ 209,575,946     $ 191,685,714  
 
   
 
     
 
 

See accompanying notes to consolidated financial statements.

3


Table of Contents

Agree Realty Corporation

Consolidated Balance Sheets (Unaudited)

                 
    September 30,   December 31,
    2004
  2003
Liabilities and Stockholders’ Equity
               
Mortgage Payable
  $ 54,361,760     $ 55,967,378  
Construction Loans
          1,569,000  
Notes Payable
    33,900,000       26,500,000  
Dividends and Distributions Payable
    3,500,079       3,447,328  
Deferred Revenue
    13,656,860        
Accrued Interest Payable
    208,000       167,099  
Accounts Payable
               
Operating
    408,619       1,408,272  
Capital expenditures
    555,123       570,363  
Tenant Deposits
    63,446       47,099  
 
   
 
     
 
 
Total Liabilities
    106,653,887       89,676,539  
 
   
 
     
 
 
Minority Interest
    5,863,565       5,821,739  
 
   
 
     
 
 
Stockholders’ Equity
               
Common stock, $.0001 par value; 20,000,000 shares authorized, 6,469,471 and 6,434,345 shares issued and outstanding
    647       643  
Additional paid-in capital
    109,241,647       108,251,813  
Deficit
    (10,822,666 )     (11,227,636 )
 
   
 
     
 
 
 
    98,419,628       97,024,820  
Less: unearned compensation — restricted stock
    (1,361,134 )     (837,384 )
 
   
 
     
 
 
Total Stockholders’ Equity
    97,058,494       96,187,436  
 
   
 
     
 
 
 
  $ 209,575,946     $ 191,685,714  
 
   
 
     
 
 

See accompanying notes to consolidated financial statements.

4


Table of Contents

Agree Realty Corporation

Consolidated Statements of Income (Unaudited)

                 
    Nine Months Ended   Nine Months Ended
    September 30, 2004
  September 30, 2003
Revenues
               
Minimum rents
  $ 19,752,838     $ 17,898,591  
Percentage rents
    28,691       98,708  
Operating cost reimbursements
    2,179,746       2,023,514  
Other income
    32,256       1,878  
 
   
 
     
 
 
Total Revenues
    21,993,531       20,022,691  
 
   
 
     
 
 
Operating Expenses
               
Real estate taxes
    1,381,100       1,364,807  
Property operating expenses
    1,505,311       1,483,962  
Land lease payments
    540,720       540,720  
General and administrative
    1,983,241       1,676,007  
Depreciation and amortization
    3,247,656       2,997,091  
 
   
 
     
 
 
Total Operating Expenses
    8,658,028       8,062,587  
 
   
 
     
 
 
Income From Continuing Operations
    13,335,503       11,960,104  
 
   
 
     
 
 
Other Income (Expense)
               
Interest expense, net
    (3,338,957 )     (4,561,282 )
Early extinguishment of debt
          (961,334 )
Equity in net income of unconsolidated entities
    216,837       341,537  
 
   
 
     
 
 
Total Other Expense
    (3,122,120 )     (5,181,079 )
 
   
 
     
 
 
Income Before Minority Interest and Discontinued Operations
    10,213,383       6,779,025  
Minority Interest
    (963,124 )     (822,468 )
 
   
 
     
 
 
Income Before Discontinued Operations
    9,250,259       5,956,557  
Gain on Sale of Asset From Discontinued Operations net of minority interest of $54,427
    522,741        
Income From Discontinued Operations, net of minority interest of $7,805 and $71,336
    74,974       518,202  
 
   
 
     
 
 
Net Income
  $ 9,847,974     $ 6,474,759  
 
   
 
     
 
 
Earnings Per Share – Basic and Dilutive
  $ 1.52     $ 1.33  
 
   
 
     
 
 
Weighted Average Number of Common Shares Outstanding – Basic
    6,467,310       4,880,993  
 
   
 
     
 
 
Weighted Average Number of Common Shares Outstanding – Dilutive
    6,473,919       4,883,401  
 
   
 
     
 
 

See accompanying notes to consolidated financial statements.

5


Table of Contents

Agree Realty Corporation

Consolidated Statements of Income (Unaudited)

                 
    Three Months Ended   Three Months Ended
    September 30, 2004
  September 30, 2003
Revenues
               
Minimum rents
  $ 6,938,999     $ 6,034,714  
Percentage rents
    (12,181 )     47,648  
Operating cost reimbursements
    649,579       592,129  
Other income
    30,414       101  
 
   
 
     
 
 
Total Revenues
    7,606,811       6,674,592  
 
   
 
     
 
 
Operating Expenses
               
Real estate taxes
    453,441       457,368  
Property operating expenses
    414,726       463,311  
Land lease payments
    180,240       180,240  
General and administrative
    686,821       553,007  
Depreciation and amortization
    1,106,693       1,011,247  
 
   
 
     
 
 
Total Operating Expenses
    2,841,921       2,665,173  
 
   
 
     
 
 
Income From Continuing Operations
    4,764,890       4,009,419  
 
   
 
     
 
 
Other Income (Expense)
               
Interest expense, net
    (1,076,442 )     (1,302,262 )
Early extinguishment of debt
          (961,334 )
Equity in net income of unconsolidated entities
    22,934       110,138  
 
   
 
     
 
 
Total Other Expense
    (1,053,508 )     (2,153,458 )
 
   
 
     
 
 
Income Before Minority Interest and Discontinued Operations
    3,711,382       1,855,961  
Minority Interest
    (349,984 )     (178,544 )
 
   
 
     
 
 
Income Before Discontinued Operations
    3,361,398       1,677,417  
Gain on Sale of Asset From Discontinued Operations net of minority interest of $54,427
    522,741        
Income From Discontinued Operations, net of minority interest of $1,167 and $21,414
    11,210       179,381  
 
   
 
     
 
 
Net Income
  $ 3,895,349     $ 1,856,798  
 
   
 
     
 
 
Earnings Per Share – Basic and Dilutive
  $ .60     $ .33  
 
   
 
     
 
 
Weighted Average Number of Common Shares Outstanding – Basic
    6,467,976       5,671,193  
 
   
 
     
 
 
Weighted Average Number of Common Shares Outstanding – Dilutive
    6,474,278       5,675,806  
 
   
 
     
 
 

See accompanying notes to consolidated financial statements.

6


Table of Contents

Agree Realty Corporation

Consolidated Statement of Stockholders’ Equity (Unaudited)

                                         
    Common Stock
  Additional           Unearned
Compensation -
                    Paid-In           Restricted
    Shares
  Amount
  Capital
  Deficit
  Stock
Balance, January 1, 2004
    6,434,345     $ 643     $ 108,251,813     $ (11,227,636 )   $ (837,384 )
Issuance of shares under Stock Incentive Plan
    41,126       4       1,159,514             (950,925 )
Shares redeemed under the Stock Incentive Plan
    (6,000 )           (169,680 )            
Vesting of restricted stock
                            427,175  
Dividends declared for the period January 1, 2004 to September 30, 2004
                      (9,443,004 )      
Net income for the period January 1, 2004 to September 30, 2004
                      9,847,974        
 
   
 
     
 
     
 
     
 
     
 
 
Balance, September 30, 2004
    6,469,471     $ 647     $ 109,241,647     $ (10,822,666 )   $ (1,361,134 )
 
   
 
     
 
     
 
     
 
     
 
 

See accompanying notes to consolidated financial statements.

7


Table of Contents

Agree Realty Corporation

Consolidated Statement of Cash Flows (Unaudited)

                 
    Nine Months Ended   Nine Months Ended
    September 30, 2004
  September 30, 2003
Cash Flows From Operating Activities
               
Net income
  $ 9,847,974     $ 6,474,759  
Adjustments to reconcile net income to net cash provided by operating activities
               
Depreciation
    3,242,077       3,152,834  
Amortization
    153,451       174,093  
Stock-based compensation
    427,175       276,000  
Write-off of deferred finance costs
          406,152  
Equity in net income of unconsolidated entities
    (216,837 )     (341,537 )
Minority interests
    1,025,356       893,804  
Gain of sale of assets
    (577,168 )      
Decrease in accounts receivable
    506,800       628,943  
Decrease (Increase) in other assets
    (364,578 )     280,032  
Decrease in accounts payable
    (999,653 )     (621,956 )
Decrease in deferred revenue
    (134,130 )      
Increase (decrease) in accrued interest
    40,901       (81,455 )
Increase in tenant deposits
    16,347       4,201  
 
   
 
     
 
 
Net Cash Provided By Operating Activities
    12,967,715       11,245,870  
 
   
 
     
 
 
Cash Flows From Investing Activities
               
Acquisition of real estate investments (including capitalized interest of $183,000 in 2004 and $118,000 in 2003)
    (15,197,360 )     (14,862,379 )
Distributions from unconsolidated entities
    216,837       341,537  
Decrease in restricted cash
    4,309,914        
Net proceeds from sale of assets
    2,046,493        
 
   
 
     
 
 
Net Cash Used In Investing Activities
    (8,624,116 )     (14,520,842 )
 
   
 
     
 
 
Cash Flows From Financing Activities
               
Net proceeds from the issuance of common stock
          43,240,435  
Payments of mortgages payable
    (1,605,618 )     (37,853,254 )
Mortgage proceeds
          7,699,151  
Dividends and limited partners’ distributions paid
    (10,373,785 )     (7,328,697 )
Payment on construction loan
          (4,043,313 )
Line-of-credit net borrowings
    7,400,000       1,416,768  
Repayments of capital expenditure payables
    (361,769 )     (423,910 )
Payments for financing costs
          (178,108 )
Redemption of restricted stock
    (169,680 )     (101,400 )
Payment of leasing costs
    (20,693 )     (14,211 )
 
   
 
     
 
 
Net Cash Provided By (Used In) Financing Activities
    (5,131,545 )     2,413,461  
 
   
 
     
 
 
Net Decrease In Cash and Cash Equivalents
    (787,946 )     (861,511 )
Cash and Cash Equivalents, beginning of period
    1,004,090       1,095,610  
 
   
 
     
 
 
Cash and Cash Equivalents, end of period
  $ 216,144     $ 234,099  
 
   
 
     
 
 

8


Table of Contents

Agree Realty Corporation

Consolidated Statement of Cash Flows (Unaudited)

                 
    Nine Months Ended   Nine Months Ended
    September 30, 2004
  September 30, 2003
Supplemental Disclosure of Cash flow Information
               
Cash paid for interest (net of amounts capitalized)
  $ 3,204,600     $ 4,535,514  
 
   
 
     
 
 
Supplemental Disclosure of Non-Cash Transactions
               
Dividends and limited partners’ distributions declared and unpaid
  $ 3,500,079     $ 3,447,328  
Shares issued under Stock Incentive Plan
  $ 1,159,518     $ 622,153  
Real estate investments financed with accounts payable
  $ 555,123     $ 432.471  
 
   
 
     
 
 

See accompanying notes to consolidated financial statements.

9


Table of Contents

Agree Realty Corporation

Notes to Consolidated Financial Statements

         
1.
  Basis of Presentation   The accompanying unaudited consolidated financial statements for the fiscal quarter ended September 30, 2004 have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The consolidated balance sheet at December 31, 2003 has been derived from the audited consolidated financial statements at that date. Operating results for the nine months ended September 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004, or for any other interim period. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
 
       
2.
  Earnings Per
Share
  Earnings per share has been computed by dividing the net income by the weighted average number of common shares outstanding. The per share amounts reflected in the consolidated statements of income are presented in accordance with Statement of Financial Accounting Standards (SFAS) No. 128 “Earnings per Share”.
 
       
3.
  Discontinued
Operations
  In October 2003 the Company completed the sale of a shopping center for approximately $8.5 million. The shopping center was anchored by Kmart Corporation and Kash N Karry and was located in Winter Garden, Florida. In August 2004 the Company completed the sale of a single tenant property for approximately $2.2 million. The property was leased to Kmart Corporation and was located in Perrysburg, Ohio. The results of operations for these properties are presented as discontinued operations in the Company’s Consolidated Statements of Income.
 
       
      The revenues from the properties were $137,151 and $1,117,424 for the nine months ended September 30, 2004 and 2003, respectively. The expenses for the properties were $62,177 and $599,222, including minority interest charges of $7,805 and $71,336, for the nine months ending September 30, 2004 and 2003, respectively.
 
       
      The revenues from the properties were $20,217 and $360,191 for the three months ended September 30, 2004 and 2003, respectively. The expenses for the properties were $9,007 and $180,810, including minority interest charges of $1,167 and $21,414 for the three months ending September 30, 2003, respectively.
 
       
4.
  Unconsolidated
Entities
  In July 2004, our tenant in two joint venture properties located in Ann Arbor, MI and Boynton Beach, FL repaid $13.8 million that had been contributed by our joint venture partner. As a result of this repayment the Company became the sole member of the limited liability companies holding the properties. Total assets of the two properties were approximately $13.8 million. We have treated the $13.8 million repayment of the capital contribution as deferred revenue and accordingly, will recognize rental income over the term of the related leases.

10


Table of Contents

Agree Realty Corporation

Part I

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Management has included herein certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. When used, statements which are not historical in nature, including the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend” and similar expressions, are intended to identify forward-looking statements. Such statements are, by their nature, subject to certain risks and uncertainties. Risks and other factors that might cause future results to differ from the statements include, but are not limited to, the effect of economic and market conditions; risks that the Company’s acquisition and development projects will fail to perform as expected; financing risks, such as the inability to obtain debt or equity financing on favorable terms; the level and volatility of interest rates; loss or bankruptcy of one or more of the Company’s major retail tenants; and failure of the Company’s properties to generate additional income to offset increases in operating expenses.

Overview

We were established to continue to operate and expand the retail property business of our predecessor. We commenced operations in April 1994. Our assets are held by, and all operations are conducted through, Agree Limited Partnership (the “Operating Partnership”), of which Agree Realty Corporation is the sole general partner and held an 90.57% interest as of September 30, 2004. We are operating so as to qualify as a real estate investment trust (“REIT”) for federal income tax purposes.

On August 4, 2003, we completed an offering of 1,700,000 shares of common stock at $23.50 per share; on August 12, 2003 the underwriters exercised their over allotment option for an additional 255,000 shares at the same per share price (collectively, the “2003 Offering”). The net proceeds from the 2003 Offering of approximately $43.2 million were used to repay amounts outstanding under the Company’s credit facility.

We have thirteen (13) leases with Kmart Corporation. Eleven (11) of the Kmart stores are currently anchors in the Company’s Community Shopping Centers and two (2) Kmart stores are free-standing net leased properties. The Kmart stores in the Company’s Portfolio provided 15.3% of our Annual Base Rent as of September 30, 2004. As of September 30, 2004, all of our Kmart stores were open and operating as Kmart discount stores.

11


Table of Contents

Agree Realty Corporation

Part I

In May 2003, Kmart Corporation emerged from the bankruptcy proceeding which it had initiated in January 2002. Pursuant to the confirmed plan of reorganization, Kmart closed approximately 600 of its stores, including one located in our center in Lakeland, Florida. Kmart vacated the premises in Lakeland, Florida in April 2003 and we have actively marketed the space formerly occupied by Kmart. Kmart’s annual rent on this property was approximately $480,000 and their annual contribution under the lease for real estate taxes, insurance and common area maintenance was approximately $110,000. Certain tenants in the Lakeland, Florida community shopping center have co-tenancy clauses in their leases which provide either for modification of their rent to be based on gross sales or an option to terminate their lease when the Kmart store closed, and we are unable to obtain a replacement anchor tenant. None of these tenants has exercised its option to terminate their leases with us.

We have entered into a lease with a department store to lease the entire vacant Kmart space. The terms of the lease are similar to the terms under the previous Kmart lease. The tenant commenced paying rent and other charges in October 2004. In connection with re-letting the Kmart location, we have agreed to make capital improvements of approximately $600,000 with respect to the property.

The lost revenue and increased property expenses resulting from the rejection by any bankrupt tenant of any of their respective leases with the Company could have a material adverse effect on the liquidity and results of operations of the Company, if the Company is unable to re-lease the space at comparable rental rates and in a timely manner.

During October 2003, we sold a community shopping center that was located in Winter Garden, Florida and was anchored by Kmart. We developed the 233,512 square foot shopping center in 1988. The property was sold to a private investor for approximately $8.5 million. We recognized a gain of approximately $835,000 on the sale.

During August 2004, we sold a free-standing net leased property that was located in Perrysburg, Ohio and was leased to Kmart. We developed the 87,543 square foot store in 1983. The property was sold to a private investor for approximately $2.2 million. We recognized a gain of approximately $575,000 on the sale.

The following should be read in conjunction with the Consolidated Financial Statements of Agree Realty Corporation, including the respective notes thereto, which are included in this Form 10-Q.

Recent Accounting Pronouncements

In May 2003, the Financial Accounting Standards Board (the “FASB”) issued SFAS No. 150 “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity (“SFAS 150”). The objective of SFAS 150 is to establish standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. In November 2003 the FASB indefinitely delayed the effective date of SFAS 150 with respect to certain mandatory redeemable non-controlling interests in consolidated financial statements. Adoption of SFAS did not have an impact on the results of operations or financial position of the Company.

12


Table of Contents

Agree Realty Corporation

Part I

Critical Accounting Policies

In the course of developing and evaluating accounting policies and procedures, we use estimates, assumptions and judgements to determine the most appropriate methods to be applied. Such processes are used in determining capitalization of costs related to real estate investments, potential impairment of real estate investments, operating cost reimbursements, and taxable income.

Real estate assets are stated at cost less accumulated depreciation. All costs related to planning, development and construction of buildings prior to the date they become operational, including interest and real estate taxes during the construction period, are capitalized for financial reporting purposes and recorded as property under development until construction has been completed. Subsequent to completion of construction, expenditures for property maintenance are charged to operations as incurred, while significant renovations are capitalized. Depreciation of the buildings is recorded on the straight-line method using an estimated useful life of forty years.

In determining the fair value of real estate investments, we consider future cash flow projections on a property-by-property basis, current interest rates and current market conditions of the geographical location of each property.

Substantially all of the Company’s leases contain provisions requiring tenants to pay as additional rent a proportionate share of operating expenses (Operating Cost Reimbursements) such as real estate taxes, repairs and maintenance, insurance, etc. The related revenue from tenant billings is recognized in the same period the expense is recorded.

We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with the Company’s 1994 tax year. As a result, the Company is not subject to federal income taxes to the extent that we distribute annually at least 90% of its taxable income to our stockholders and satisfy certain other requirements defined in the Code. Accordingly, no provision was made for federal income taxes in the accompanying consolidated financial statements.

Comparison of Nine Months Ended September 30, 2004 to Nine Months Ended September 30, 2003

Minimum rental income increased $1,854,000, or 10%, to $19,753,000 in 2004, compared to $17,899,000 in 2003. The increase was the result of rental decreases of ($212,000) from existing properties; an increase of $922,000 due to additional rent as a result of the acquisition of our joint venture partner’s interest in three Joint Venture Properties in the first and third quarter of 2003 and two Joint Venture Properties in the third quarter of 2004; an increase of $421,000 from the acquisition of one property in 2003 and one property in 2004; an increase of $384,000 from the development of two properties in 2003 and one property in 2004; and the receipt of a rent termination payment in 2004 from Kmart with regard to their Lakeland, Florida store in the amount of $339,000.

Percentage rental income decreased ($70,000), or 71%, to $29,000 in 2004, compared to $99,000 in 2003. The decrease was primarily the result of decreased tenant sales ($36,000) and the refund of ($34,000) pertaining to percentage rent paid in error by a tenant in 2003.

13


Table of Contents

Agree Realty Corporation

Part I

Operating Cost Reimbursements increased $156,000, or 8%, to $2,180,000 in 2004, compared to $2,024,000 in 2003. Operating cost reimbursements increased due to the increase in real estate taxes and property operating expenses as explained below. Included in 2004 Operating Cost Reimbursements is a bad debt recovery of $100,000 as a result of a decrease in the allowance for bad debts due to the collectibility of charges billed to Kmart Corporation. Included in 2003 Operating Cost Reimbursements is a bad debt charge of $15,000 as a result of an increase in the allowance for bad debts.

Other income increased $30,000 to $32,000 in 2004, compared to $2,000 in 2003. Other income increased due to sale of signage at one of our properties.

Real estate taxes increased $16,000, or 1%, to $1,381,000 in 2004, compared to $1,365,000 in 2003. The increase is the result of general assessment increases on the Company’s properties and additional real estate taxes paid directly by the Company related to a closed Kmart store.

Property operating expenses (shopping center maintenance, insurance and utilities) increased $21,000, or 1%, to $1,505,000 in 2004 compared to $1,484,000 in 2003. The increase was the result of increased snow removal costs of $47,000; a decrease in shopping center maintenance costs of ($64,000); a decrease in utility costs of ($9,000); and an increase in insurance costs of $47,000 in 2004 versus 2003. Included in shopping center maintenance is approximately $160,000 to paint the exterior walls of three shopping centers in 2004. This cost, in accordance with our tenant’s leases was not a reimbursable expense.

Land lease payments remained constant at $541,000 for 2004 and 2003.

General and administrative expenses increased by $307,000, or 18%, to $1,983,000 in 2004, compared to $1,676,000 in 2003. The increase was primarily the result of increased compensation related expenses of $242,000; increased general state taxes of $60,000 and property management related expenses of $5,000. General and administrative expenses as a percentage of total rental income increased from 9.3% for 2003 to 10.0% for 2004.

Depreciation and amortization increased $251,000, or 8%, to $3,248,000 in 2004, compared to $2,997,000 in 2003. The increase was the result of the development of two properties in 2003 and one property in 2004; the acquisition of the joint venture partner’s interest in three (3) Joint Venture Properties in 2003 and two (2) Joint Venture Properties in 2004 ; and the acquisition of one property in 2003 and one property in 2004.

Interest expense decreased $1,222,000, or 27%, to $3,339,000 in 2004, from $4,561,000 in 2003. The decrease in interest expense was the result of decreased borrowings as a result of the reduction in outstanding indebtedness from the net proceeds from the issuance of additional common stock.

14


Table of Contents

Agree Realty Corporation

Part I

Equity in net income of unconsolidated entities decreased $125,000, or 37%, to $217,000 in 2004 compared to $342,000 in 2003 as a result of the acquisition of our joint venture partner’s interest in three Joint Venture Properties in 2003 and two Joint Venture Properties in 2004.

Early extinguishment of debt totaled $961,000 in 2003, as a result of our repaying in August 2003 three mortgages totaling approximately $37 million prior to their scheduled maturity. In connection with these prepayments we incurred a pre-payment penalty of $555,000 and wrote-off unamortized mortgage costs in the amount of $406,000. There was no early extinguishment of debt in 2004.

The Company’s income before minority interest and discontinued operations increased $3,434,000, or 51%, to $10,213,000 in 2004 from $6,779,000 in 2003 as a result of the foregoing factors.

Comparison of Three Months Ended September 30, 2004 to Three Months Ended September 30, 2003

Minimum rental income increased $904,000, or 15%, to $6,939,000 in 2004, compared to $6,035,000 in 2003. The increase was the result of rental decreases of ($43,000) from existing properties; an increase of $331,000 due to additional rent as a result of the acquisition of our joint venture partner’s interest in two Joint Venture Properties in 2003 and two Joint Venture Properties in 2004; an increase of $164,000 from the acquisition of one property in 2003 and one property in 2004; an increase of $113,000 from the development of one property in 2003 and one property in 2004; and the receipt of a rent termination payment in 2004 from Kmart with regard to their Lakeland, Florida store in the amount of $339,000.

Percentage rental income decreased ($60,000), or 126%, to ($12,000) in 2004, compared to $48,000 in 2003. The decrease was primarily the result of decreased tenant sales ($26,000) and the refund of ($34,000) pertaining to percentage rent paid in error by a tenant in 2003.

Operating Cost Reimbursements increased $58,000, or 10%, to $650,000 in 2004, compared to $592,000 in 2003. Operating Cost Reimbursements increased due to the increase in property operating expense as explained below. Included in 2004 Operating Cost Reimbursements is a bad debt recovery of $50,000 as a result of a decrease in the allowance for bad debts due to the collectibility of charges billed to Kmart Corporation.

Real estate taxes decreased ($4,000), or 1%, to $453,000 in 2004, compared to $457,000 in 2003. The decrease is the result of general assessment decreases on the Company’s properties and additional real estate taxes related to a closed Kmart store.

15


Table of Contents

Agree Realty Corporation

Part I

Property operating expenses (shopping center maintenance, insurance and utilities) decreased ($48,000), or 10%, to $415,000 in 2004 compared to $463,000 in 2003. The decrease was the result of decreased shopping center maintenance costs of ($56,000); a decrease in utility costs of ($8,000); and an increase in insurance costs of $16,000 in 2004 versus 2003. Included in shopping center maintenance is approximately $85,000 to paint the exterior walls of two shopping centers in 2004. This cost, in accordance with our tenant’s leases was not a reimbursable expense.

Land lease payments remained constant at $180,000 for 2004 and 2003.

General and administrative expenses increased by $134,000, or 24%, to $687,000 in 2004, compared to $553,000 in 2003. The increase was primarily the result of an increase in compensation-related expenses of $130,000; increased state taxes of $20,000; and a decrease in property management related expenses of ($16,000). General and administrative expenses as a percentage of total rental income increased from 9.1% in 2003 to 9.9% in 2004.

Depreciation and amortization increased $96,000, or 9%, to $1,107,000 in 2004, compared to $1,011,000 in 2003. The increase was the result of the development of one property in 2003 and one property in 2004; the acquisition of the joint venture partner’s interest in three (3) Joint Venture Properties in 2003 and two (2) Joint Venture Properties in 2004; and the acquisition of one property in 2003 and one property in 2004.

Interest expense decreased $226,000, or 17%, to $1,076,000 in 2004, from $1,302,000 in 2003. The decrease in interest expense was the result of decreased borrowings as a result of the reduction in outstanding indebtedness with the net proceeds from the issuance of additional common stock.

Equity in net income of unconsolidated entities decreased ($87,000), or 79%, to $23,000 in 2004 compared to $110,000 in 2003 as a result of the acquisition of the joint venture partner’s interest in three Joint Venture Properties in 2003 and two Joint Venture Properties in 2004.

Early extinguishment of debt totaled $961,000 in 2003, as a result of our repaying in August 2003 three mortgages totaling approximately $37 million prior to their scheduled maturity. In connection with these repayments we incurred a pre-payment penalty of $555,000 and wrote-off unamortized mortgage costs in the amount of $406,000. There was no early extinguishment of debt in 2004.

The Company’s income before minority interest and discontinued operations increased $1,855,000, or 100%, to $3,711,000 in 2004 from $1,856,000 in 2003 as a result of the foregoing factors.

Liquidity and Capital Resources

Our principal demands for liquidity are distributions to our shareholders, debt repayment, development of new properties and future property acquisitions.

16


Table of Contents

Agree Realty Corporation

Part I

During the quarter ended September 30, 2004, the Company declared a quarterly dividend of $.49 per share. The dividend was paid on October 12, 2004, to holders of record on September 30, 2004.

As of September 30, 2004, the Company had total mortgage indebtedness of $54,361,760 with a weighted average interest rate of 6.63%. Future scheduled annual maturities of mortgages payable for the years ending September 30 are as follows: 2005 — $2,153,808; 2006 — $2,414,673; 2007 — $2,579,091; 2008 - $2,740,300; and 2009 — $2,921,939. This mortgage debt is all fixed rate debt.

In addition, the Operating Partnership has in place a $50 million credit facility with Standard Federal Bank, as the agent (Credit Facility), which is guaranteed by the Company. The Credit Facility matures in November 2006 and can be extended at the Operating Partnership’s option for an additional three years. During the three year extension period, we will have no further ability to borrow under this facility and will be required to repay a portion of the unpaid principal on a quarterly basis. Advances under the Credit Facility bear interest within a range of one month to six month LIBOR plus 150 basis points to 213 basis points or the bank’s prime rate, at our option, based on certain factors such as debt to property value and debt service coverage. The Credit Facility is used to fund property acquisitions and development activities and is secured by most of the Company’s properties which are not otherwise encumbered and properties to be acquired or developed. As of September 30, 2004 $31,000,000 was outstanding under the Credit Facility bearing a weighted average interest rate of 2.93%.

We also have in place a $5 million line of credit (Line of Credit), which matures on June 30, 2005. The Line of Credit bears interest at the lender’s prime rate less 50 basis points or 175 basis points in excess of the one-month LIBOR rate, at our option. The purpose of the Line of Credit is to provide working capital to the Company and fund land options and start-up costs associated with new projects. As of September 30, 2004, $2,900,000 was outstanding under the Line of Credit bearing a weighted average interest rate of 4.25%.

The following table outlines our contractual obligations (in thousands) as of September 30, 2004.

                                         
    Total
  Yr 1
  2-3 Yrs
  4-5 Yrs
  Over 5 Yrs
Mortgages Payable
  $ 54,362     $ 2,154     $ 4,994     $ 5,662     $ 41,552  
Notes Payable
    33,900       2,900       734       734       29,532  
Land Lease Obligation
    14,517       725       1,533       1,535       10,724  
Other Long-Term Liabilities
                             
 
   
 
     
 
     
 
     
 
     
 
 
Total
  $ 102,779     $ 5,779     $ 7,261     $ 7,931     $ 81,808  
 
   
 
     
 
     
 
     
 
     
 
 

17


Table of Contents

Agree Realty Corporation

Part I

During the quarter we leased a parcel of land located in Lansing, MI to a local restaurant operator. Our cost to acquire and improve the property was approximately $1,133,000, and the property is leased at an annual rental of $90,000. We have three development projects under construction that will add an additional 43,290 square feet of GLA to our portfolio. One project is expected to be completed during the fourth quarter of 2004 and two projects are expected to be completed during the first quarter of 2005. Additional Company funding required to complete the projects is estimated to be $4.1 million and will come from the Credit Facility.

Also during the quarter, our tenant in two joint venture properties located in Ann Arbor, MI and Boynton Beach, FL repaid $13.8 million that had been contributed by our joint venture partner. As a result of this repayment the Company became the sole member of the limited liability companies holding the properties. Total assets of the two properties were approximately $13.8 million. We have treated the $13.8 million repayment of the capital contribution as deferred revenue and accordingly, will recognize rental income over the term of the related leases.

We intend to meet our short-term liquidity requirements, including capital expenditures related to the leasing and improvement of the properties, through its cash flow provided by operations and the Line of Credit. We believe that adequate cash flow will be available to fund our operations and pay dividends in accordance with REIT requirements. We may obtain additional funds for future development or acquisitions through other borrowings or the issuance of additional shares of common stock. We intend to incur additional debt in a manner consistent with our policy of maintaining a ratio of total debt (including construction and acquisition financing) to total market capitalization of 65% or less (approximately 31% at September 30, 2004). We believe that these financing sources will enable us to generate funds sufficient to meet both our short-term and long-term capital needs.

We plan to begin construction of additional pre-leased developments and may acquire additional properties, which will initially be financed by the Credit Facility and Line of Credit. We will periodically refinance short-term construction and acquisition financing with long-term debt and /or equity. Upon completion of these refinancings, we expect to lower the ratio of total debt to market capitalization to 50% or less. Nevertheless, we may operate with debt levels or ratios, which are in excess of 50% for extended periods of time prior to such refinancing.

Inflation

Our leases generally contain provisions designed to mitigate the adverse impact of inflation on net income. These provisions include clauses enabling the us to pass through to tenants certain operating costs, including real estate taxes, common area maintenance, utilities and insurance, thereby reducing the our exposure to increases in costs and operating expenses resulting from inflation. Certain of our leases contain clauses enabling the us to receive percentage rents based on tenants’ gross sales, which generally increase as prices rise, and, in certain cases, escalation clauses, which generally increase rental rates during the terms of the leases. In addition, expiring tenant leases permit us to seek increased rents upon re-lease at market rates if rents are below the then existing market rates.

18


Table of Contents

Agree Realty Corporation

Part I

Funds from Operations

Management considers Funds from Operations (“FFO”) to be a useful supplemental measure to evaluate our operating performance because, by excluding gains or losses on dispositions and excluding depreciation, FFO can help an investor compare the operating performance of our real estate between periods or compare such performance to that of different companies. FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”) to mean net income computed in accordance with generally accepted accounting principles (“GAAP”), excluding gains (or losses) from sales of property, plus real estate related depreciation and amortization. FFO should not be considered as an alternative to net income as the primary indicator of the Company’s operating performance or as an alternative to cash flow as a measure of liquidity. While we adhere to the NAREIT definition of FFO in making our calculation our method of calculating FFO may not be comparable to the methods used by other REITs and accordingly may be different from similarly titled measures reported by other companies.

The following tables illustrate the calculation of FFO for the nine months and three months ended September 30, 2004 and 2003 and a reconciliation of net income to FFO:

                 
Nine Months Ended September 30,
  2004
  2003
Net income
  $ 9,847,974     $ 6,474,759  
Depreciation of real estate assets
    3,215,509       3,336,243  
Amortization of leasing costs
    33,788       43,427  
Gain on sale of fixed asset
    (577,168 )      
Minority interest
    1,025,356       893,804  
 
   
 
     
 
 
Funds from Operations
  $ 13,545,459     $ 10,748,233  
 
   
 
     
 
 
Weighted Average Shares and OP Units Outstanding — Dilutive
    7,147,466       5,.556,948  
 
   
 
     
 
 
                 
Three Months Ended September 30,
  2004
  2003
Net income
  $ 3,895,349     $ 1,856,798  
Depreciation of real estate assets
    1,088,888       1,055,896  
Amortization of leasing costs
    11,804       14,937  
Gain on sale of assets
    (577,168 )      
Minority interest
    405,578       199,958  
 
   
 
     
 
 
Funds from Operations
  $ 4,824,451     $ 3,127,589  
 
   
 
     
 
 
Weighted Average Shares and OP Units Outstanding — Dilutive
    7,147,825       6,349,353  
 
   
 
     
 
 

19


Table of Contents

Agree Realty Corporation

Part I

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to interest rate risk primarily through its borrowing activities. There is inherent roll over risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and the Company’s’ future financing requirements.

The Company’s interest rate risk is monitored using a variety of techniques. The table below presents the principal payments (in thousands) and the weighted average interest rates on remaining debt, by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes.

                                                         
    Year ended September 30,
       
    2005
  2006
  2007
  2008
  2009
  Thereafter
  Total
Fixed rate debt
    2,154       2,415       2,579       2,740       2,922       41,552       54,362  
Average interest rate
    6.63       6.63       6.63       6.63       6.63       6.63          
Variable rate debt
    2,900             734       734       29,532             33,900  
Average interest rate
    4.25       2.93       2.93       2.93       2.93              

The fair value (in thousands) is estimated at $55,000, and $33,900 for fixed rate debt and variable rate debt, respectively.

The table above incorporates those exposures that exist as of September 30, 2004; it does not consider those exposures or position, which could arise after that date. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period and interest rates.

We do not enter into financial instruments transactions for trading or other speculative purposes or to manage interest rate exposure.

A 10% adverse change in interest rates on the portion of our debt bearing interest at variable rates would result in an increase in interest expense of approximately $96,000.

20


Table of Contents

Agree Realty Corporation

Part I

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Vice-President-Finance have reviewed and evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Security Exchange Act of 1934) as of the end of the period covered by this quarterly report. Based on that evaluation, the Chief Executive Officer and Vice-President-Finance have concluded that our current disclosure controls and procedures are effective and timely, providing them with material information relating to us required to be disclosed in the reports we file or submit under the Exchange Act.

Changes in Internal Controls

During the fiscal quarter ended September 30, 2004, there were no changes to the internal controls over financial reporting identified in connection with our evaluation or otherwise that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

21


Table of Contents

Agree Realty Corporation

Part II

Other Information

Item 1. Legal Proceedings

     None

Item 2. Changes in Securities and Use of Proceeds

     None

Item 3. Defaults Upon Senior Securities

     None

Item 4. Submission of Matters to a Vote of Security Holders

     None

Item 5. Other Information

     None

22


Table of Contents

Agree Realty Corporation

Part II

Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits

3.1   Articles of Incorporation and Articles of Amendment of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-11 (Registration Statement No. 33-73858, as amended (“Agree S-11”))
 
3.2   Bylaws of the Company (incorporated by reference to Exhibit 3.3 to Agree S-11)
 
31.1   Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
31.2   Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
32.1   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Richard Agree, Chief Executive Officer
 
32.2   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Kenneth R. Howe, Chief Financial Officer

(b)   Reports on Form 8-K

• On October 29, 2004, the Company furnished a Form 8-K disclosing its third quarter 2004 results of operations and financial condition.

23


Table of Contents

Agree Realty Corporation

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has fully caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
Agree Realty Corporation
 
/s/ RICHARD AGREE

Richard Agree
President and Chief Executive Officer
 
/s/ KENNETH R. HOWE
Kenneth R. Howe
Vice-President - Finance and Secretary
   (Principal Financial Officer)
 
Date: November 5, 2004

24


Table of Contents

Exhibit Index

     
Exhibit no.
  Description
31.1
  Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
31.2
  Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
32.1
  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Richard Agree, Chief Executive Officer
 
   
32.2
  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Kenneth R. Howe, Chief Financial Officer