8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT: April 23, 2004

AGREE REALTY CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MARYLAND (State of other jurisdiction of incorporation or organization)	(Commission File Number) 1-12928
31850 Northwestern Highway	38-3148187
Farmington Hills, MI 48334	(I.R.S. Employer
(Address of principal executive offices)	identification No.)

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

TABLE OF CONTENTS

	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
	Item 12. Results of Operations and Financial Condition
SIGNATURE
Press Release, Dated April 23, 2004

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)	Exhibits
Exhibit 99.1 -	Press Release issued by Agree Realty Corporation, dated April 23, 2004

Item 12. Results of Operations and Financial Condition

     The information under this caption is furnished by Agree Realty Corporation (the “Company”) in accordance with Securities Exchange Commission Release No. 33-8216. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

     On April 23, 2004, the Company issued a press release describing its results of operations for the first quarter ended March 31. 2004. A copy of the press release is attached as Exhibit 99.1 to this report. In the earnings release, the Company used the non-GAAP financial measure of Funds from Operations (“FFO”). A reconciliation of FFO to the comparable GAAP financial measure (Net Income) is contained in the attached earnings release. Disclosure regarding the definition of FFO used by the Company and why the Company’s management believes the presentation of FFO provides useful information to investors is included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2003.

SIGNATURE

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

AGREE REALTY CORPORATION
 

/s/ Kenneth R. Howe  

Vice President, Finance, Chief 

Financial Officer 

DATED: April 23, 2004

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Agree Realty Corporation dated April 23, 2004

EX-99.1

PRESS RELEASE — FOR IMMEDIATE RELEASE

CONTACT: Kenneth R. Howe, Chief Financial Officer (248) 737-4190

AGREE REALTY CORPORATION REPORTS FIRST QUARTER 2004 OPERATING RESULTS

First Quarter 2004 Highlights:

Financial Information

• Diluted FFO per share of $0.60

• $0.485 per share quarterly dividend paid
April 15, 2004

     FARMINGTON HILLS, MI (April 23, 2004) — Agree Realty Corporation (NYSE: ADC) today announced results for the quarter ended March 31, 2004. For the first quarter, funds from operations increased 17.4% to $4,270,000 compared with funds from operations in the first quarter of 2003 of $3,637,000. Diluted funds from operations per share were $0.60 per share compared with $0.71 per share for the first quarter of 2003. Net income increased 29.0% to $2,896,000, or $0.45 per share on a diluted basis, compared with net income for the first quarter of 2003 of $2,244,000, or $0.50 per share. Total rental revenues increased 7.8% to $7,344,000, compared with total rental revenues of $6,812,000 in the first quarter of 2003. A reconciliation of net income to FFO is included in the financial table accompanying this press release.

Funds from Operations

     Management considers Funds from Operations (“FFO”) to be a useful supplemental measure to evaluate operating performance. The Company considers FFO to be an appropriate supplemental measure of operating performance because, by excluding gains or losses on dispositions and excluding depreciation, FFO can help one compare the operating performance of a company’s real estate between periods or as compared to 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. In addition, 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.

Dividend

     We paid a cash dividend of $0.485 per share on April 15, 2004 to shareholders of record on March 31, 2004. The dividend is equivalent to an annualized dividend of $1.94 per share and represents a payout ratio of 80.8% of funds from operations for the quarter.

Portfolio Results

     At March 31, 2004, Agree Realty Corporation’s total assets were $190,525,000. At quarter end our portfolio consisted of 52 properties totaling 3,522,931 million square feet located in 14 states. The portfolio was 99% leased at the end of the quarter. During the first quarter 2004 we completed the development of a Walgreen drug store located in Flint Township, Michigan and acquired a recently completed Eckerd drug store located in Webster, New York. In addition we entered into a lease with a department store to occupy the entire 84,146 square feet previously occupied by Kmart in our Lakeland, Florida community shopping center. Rent on this lease should commence in October, 2004. In connection with the re-letting of the space we have agreed to make capital expenditures of approximately $600,000.

Operating Partnership Units

     As of March 31, 2004 there were 673,547 operating partnership units outstanding.

Annualized Base Rent of our Properties

The following is a breakdown of base rents in place at March 31, 2004 for each type of retail tenant:

National		$	23,354,820	88.5	%
Regional			1,985,713	7.5
Local			1,051,821	4.0
	Total	$	26,392,354	100.0	%

Lease Expirations

     The following table shows lease expirations for the next 9.75 years for our freestanding properties and community shopping centers, assuming that none of the tenants exercise renewal options.

			March 31, 2004
			Gross Leasable Area					Annualized Base Rent
	Number
Expiration	of Leases		Square		Percent					Percent
Year	Expiring		Footage		of Total			Amount		of Total
2004		10		29,959		.85	%	$	181,499		.69	%
2005		20		153,367		4.35			868,599		3.29
2006		36		174,024		4.94			1,417,049		5.37
2007		12		63,330		1.80			431,097		1.63
2008		23		383,138		10.88			1,443,045		5.47
2009		6		152,390		4.33			629,081		2.38
2010		7		213,135		6.05			1,243,929		4.71
2011		6		178,903		5.08			1,116,688		4.23
2012		—		—		—			—		—
2013		1		51,868		1.46			492,746		1.87
Total		121		1,400,114		39.74	%	$	7,823,733		29.65	%

     Agree Realty Corporation owns, manages and develops properties which are primarily single tenant properties and neighborhood community shopping centers, located in thirteen (13) states and leased to major retail tenants.

     Agree Realty Corporation considers portions of the information contained in this release to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 27E of the Securities Exchange Act of 1934, both as amended, with respect to the Company’s expectation for future periods. Such statements are, by their nature, subject to certain risks and uncertainties. The Company cautions that, as a result of a number of factors, actual results could differ materially from those set forth in this presentation. Other risks, uncertainties and factors that could cause actual results to differ materially than those projected are detailed from time to time in reports filed by the Company with the Securities and Exchange Commission, including Forms 8-K, 10-Q and 10-K.

     For additional information, visit the Company’s home page on the Internet at http://www.agreerealty.com

Agree Realty Corporation
Operating Results (in thousands, except per share amounts)
(Unaudited)

	Three months ended
	March 31,
	2004		2003
Revenue
Minimum rents	$	6,369	$	5,931
Percentage rents		25		41
Operating cost reimbursements		851		719
Unconsolidated entities		97		119
Other income		2		2
Total Revenue		7,344		6,812
Expenses
Real estate taxes		452		468
Property operating expenses		689		605
Land lease payments		185		185
General and administrative		633		556
Depreciation and amortization		1,084		1,006
Interest expense		1,104		1,584
Total Expenses		4,147		4,404
Income before minority interest and discontinued operations		3,197		2,408
Minority interest		301		315
Income before discontinued operations		2,896		2,093
Income from discontinued operations		—		151
Net Income	$	2,896	$	2,244
Net Income per share	$	0.45	$	0.50
Reconciliation of Funds From Operations to Net Income
Net income	$	2,896	$	2,244
Depreciation of real estate assets		1,062		1,042
Amortization of leasing costs		11		14
Minority interest		301		337
Funds from Operations	$	4,270	$	3,637
Funds from Operations — per share	$	0.60	$	0.71
Weighted average number of shares and “OP” Units outstanding		7,149		5,153

Agree Realty Corporation
Consolidated Balance Sheets (in thousands)
(Unaudited)

	March 31,			Dec 31,
	2004			2003
ASSETS
Real estate investments, at cost	$	226,352		$	221,225
Accumulated depreciation		(39,533	)		(38,476	)
Cash and cash equivalents		218			1,004
Cash — restricted		—			4,310
Rents receivable		426			622
Investments in and advances to unconsolidated entities		327			330
Deferred costs, net of amortization		1,346			1,387
Other assets		1,389			1,284
Total Assets	$	190,525		$	191,686
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgages payable	$	55,441		$	55,967
Construction loans		1,569			1,569
Notes payable		26,900			26,500
Other liabilities		4,712			5,640
Total Liabilities		88,622			89,676
Total Minority Interest		5,797			5,822
Common stock		1			1
Additional paid-in capital		109,174			108,252
Accumulated deficit		(11,468	)		(11,228	)
Unearned compensation		(1,601	)		(837	)
Total Stockholders’ Equity		96,106			96,188
	$	190,525		$	191,686