-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A596GTjCiqaHCsICO/Zv2IcCJR2F716O4B1z+50r1KuhAPAsDcMBlaBqtzosPWwz FEHOn3zSdx8qHuY1AnHDEw== 0001144204-09-055210.txt : 20091029 0001144204-09-055210.hdr.sgml : 20091029 20091029090516 ACCESSION NUMBER: 0001144204-09-055210 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091029 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091029 DATE AS OF CHANGE: 20091029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AGREE REALTY CORP CENTRAL INDEX KEY: 0000917251 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 383148187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12928 FILM NUMBER: 091143302 BUSINESS ADDRESS: STREET 1: 31850 NORTHWESTERN HGWY CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 BUSINESS PHONE: 8107374190 MAIL ADDRESS: STREET 1: 31850 NORTHWESTERN HIGHWAY CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 8-K 1 v164086_8-k.htm Unassociated Document
 
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 (Date of earliest event reported):  October 29, 2009

AGREE REALTY CORPORATION
(Exact name of registrant as specified in its charter)

Maryland
(State of other jurisdiction of incorporation)

1-12928
(Commission file number)
 
38-3148187
(I.R.S. Employer Identification No.)
31850 Northwestern Highway
Farmington Hills, MI
(Address of principal executive offices)
 
48334
(Zip code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

Item 2.02.
Results of Operations and Financial Condition.

On October 29, 2009 Agree Realty Corporation issued a press release describing its results of operations for the third quarter ended September 30, 2009.  The press release is furnished as Exhibit 99.1 to this report and is hereby incorporated by reference.

Item 9.01.
Financial Statements and Exhibits.

(d) 
Exhibits

Exhibit
 
Description
     
99.1
 
Press release, dated October 29, 2009, reporting the Company's results of operations for he third quarter ended September 30, 2009.
 
 
 

 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
AGREE REALTY CORPORATION
 
     
     
 
/s/ Kenneth R. Howe
 
 
Vice President, Finance, Chief Financial Officer
 

Date:  October 29, 2009
 
 
 

 
 
EXHIBIT INDEX


Exhibit
 
Description
     
99.1
 
Press release, dated October 29, 2009, reporting the Company's results of operations for he third quarter ended September 30, 2009.
 
 
 

 

 
EX-99.1 2 v164086_ex99-1.htm Unassociated Document
 
PRESS RELEASE – FOR IMMEDIATE RELEASE

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


AGREE REALTY REPORTS OPERATING RESULTS FOR THE THIRD QUARTER 2009

 
THIRD Quarter 2009 Highlights:

 
·
3rd quarter FFO increases 8.8% year-over-year
 
·
Year-to-date FFO increases 9.3% year-over-year
 
·
$0.51 per share quarterly dividend paid October 15, 2009

FARMINGTON HILLS, MI (October 29, 2009) - - Agree Realty Corporation (NYSE: ADC) today announced results for the quarter ended September 30, 2009. Third quarter funds from operations (“FFO”) increased 8.8% to $6,017,000 compared with FFO in the third quarter of 2008 of $5,532,000.  FFO per diluted share was $0.72 compared with $0.66 for the third quarter of 2008.  A reconciliation of net income to FFO is included in the financial tables accompanying this press release.  Net income was $4,607,000, or $0.55 per diluted share, compared with net income for the third quarter of 2008 of $4,182,000 or $0.50 per share.  Total revenues increased 1.9% to $9,202,000, compared with total revenues of $9,029,000 in the third quarter of 2008.

For the nine months ended September 30, 2009, FFO increased 9.3% to $17,621,000 compared with FFO for the nine months ended September 30, 2008 of $16,118,000.  FFO per diluted share was $2.10 compared with $1.93 for the nine months ended September 30, 2008.  Net income was $13,431,000, or $1.60 per diluted share, compared with net income for the comparable period last year of $12,161,000, or $1.46 per diluted share. Total revenues increased 3.7% to $27,565,000 compared with total revenues of $26,586,000 for the comparable period last year.

“We are extremely pleased to deliver another strong quarter of operating results” said Richard Agree, Chief Executive Officer.  “Our balance sheet remains strong and our portfolio is performing well as we maintain a high occupancy rate of 98.1% in a difficult retail environment.”


Dividend

The Company increased its quarterly dividend on September 14, 2009 from $0.50 per share to $0.51 per share.  The $0.51 per share dividend was paid on October 15, 2009 to shareholders of record on September 30, 2009.  The dividend is equivalent to an annualized dividend of $2.04 per share and represents a payout ratio of 72.4% of FFO for the quarter

 
 

 

Portfolio

At September 30, 2009, the Company’s total assets were $260,940,000 and its portfolio consisted of 72 properties located in 16 states and totaling 3,504,854 square feet.  The portfolio was 98.1% leased at the end of the quarter.

The Company’s construction in progress balance totaled approximately $5,571,000 at September 30, 2009, and we capitalized $69,440 of construction period interest during the third quarter of 2009.

Lease Expirations

The following table, as of September 30, 2009, sets forth lease expirations for the next 10 years for the Company’s freestanding properties and community shopping centers, assuming that none of the tenants exercise renewal options or terminate their leases prior to the contractual expiration date.

Expiring Leases
                         
Expiration Year
 
Number of Leases Expiring
   
Square Footage
   
Percent of Total
   
Annualized Base Rent
   
Percent of Total
 
2009
    -       -       -       -       -  
2010
    16       259,307       7.5 %   $ 1,482,001       4.3 %
2011
    27       230,834       6.7 %     1,683,433       4.9 %
2012
    27       260,986       7.6 %     1,372,567       4.0 %
2013
    21       335,263       9.8 %     1,779,822       5.2 %
2014
    9       190,458       5.5 %     985,856       2.9 %
2015
    13       673,042       19.6 %     4,841,062       14.1 %
2016
    5       80,945       2.4 %     1,664,513       4.8 %
2017
    3       22,844       0.7 %     293,995       .9 %
2018
    12       237,582       6.9 %     4,317,781       12.6 %
Thereafter
    44       1,145,311       33.3 %     15,956,360       46.3 %
                                         
Total
    177       3,436,572             $ 34,377,390          
 
 
 

 
 
Annualized Base Rent of Properties

The following is a breakdown of base rents in effect at September 30, 2009 for each type of retail tenant:

Credit Analysis
                   
Retail Tenant
 
Annualized
Base Rent
   
Percent of Total
   
Square Feet
   
Percent of Total
 
National
  $ 30,666,926       89.2 %     2,956,897       86.0 %
Regional
    2,659,992       7.7 %     376,806       11.0 %
Local
    1,050,472       3.1 %     102,869       3.0 %
Total
  $ 34,377,390               3,436,572          


Major Tenants

The following is a breakdown of base rents in effect at September 30, 2009 for each of the Company’s major tenants:

Tenant Analysis
                   
Retail Tenant
 
Annualized
Base Rent
   
Percent of Total
   
Square Feet
   
Percent of Total
 
Walgreen
  $ 10,246,099       29.8 %     402,430       11.7 %
Borders
    9,938,796       28.9 %     979,474       28.5 %
Kmart
    3,847,911       11.2 %     999,766       29.1 %
Subtotal
  $ 24,032,806       69.9 %     2,381,670       69.3 %


Outstanding Shares and Operating Partnership Units

For the three months and nine months ended September 30, 2009, the Company’s fully diluted weighted average shares outstanding were 8,063,717 and 7,945,547, respectively.  The basic weighted average shares outstanding for the three months and nine months ended September 30, 2009 were 8,040,461 and 7,934,315, respectively.

The Company’s assets are held by, and all of its operations are conducted through, Agree Limited Partnership, of which the Company is the sole general partner.  As of September 30, 2009, there were 347,619 operating partnership units outstanding and the Company held a 95.93% interest.  For the three months and nine months ended September 30, 2009, the weighted average number of operating partnership units outstanding, were 347,619 and 485,487, respectively.
 
 
 

 
 
Agree Realty Corporation owns, manages and develops properties which are primarily single tenant properties leased to major retail tenants and neighborhood community shopping centers.  The Company currently owns and operates a portfolio of 72 properties, which are located in 16 states and contain 3.5 million square feet of gross leasable space.

On October 27, 2009, the Company announced that it would develop for a national retailer retail space located at the southwest corner of 14th Street and Broadway in Oakland, California.  The retail space was formally occupied by Gap.  The Company will manage and coordinate the development process and oversee construction for a fee.  The development process commenced during the third quarter of 2009 and the project is expected to be completed during the first quarter of 2010.

The Company 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 21E of the Securities Exchange Act of 1934, each as amended.  These forward-looking statements represent the Company’s expectations, plans and beliefs concerning future events.  Although these forward-looking statements are based on good faith beliefs, reasonable assumptions and the Company’s best judgment reflecting current information, certain factors could cause actual results to differ materially from such forward–looking statements.  Such factors are detailed from time to time in reports filed or furnished by the Company with the Securities and Exchange Commission, including the Company’s Form 10-K for the year ended December 31, 2008.  Except as required by law, the Company assumes no obligation to update these forward–looking statements, even if new information becomes available in the future.

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 September 30,
   
Nine Months Ended September 30,
 
   
2009
   
2008
   
2009
   
2008
 
Revenues:
                       
Minimum rents
  $ 8,596     $ 8,339     $ 25,538     $ 24,451  
Percentage rent
    -       -       8       5  
Operating cost reimbursements
    598       690       1,999       2,127  
Other income
    8       -       20       3  
Total Revenues
    9,202       9,029       27,565       26,586  
Expenses:
                               
Real estate taxes
    472       466       1,440       1,383  
Property operating expenses
    410       394       1,201       1,347  
Land lease payments
    215       205       644       545  
General and administration
    1,083       1,039       3,333       3,264  
Depreciation and amortization
    1,428       1,366       4,242       4,009  
Operating Expenses
    3,608       3,470       10,860       10,548  
Income From Operations
    5,594       5,559       16,705       16,038  
Other Income (Expense)
                               
Development fee income
    158       -       158       -  
Interest expense, net
    (1,145 )     (1,377 )     (3,432 )     (3,877 )
Net Income
  $ 4,607     $ 4,182     $ 13,431     $ 12,161  
Net Income Per Share – Dilutive
  $ 0.55     $ 0.50     $ 1.60     $ 1.46  
Reconciliation of Funds from Operations to Net Income: (1)
                               
Net income
  $ 4,607     $ 4,182     $ 13,431     $ 12,161  
Depreciation of real estate assets
    1,393       1,335       4,141       3,912  
Amortization of leasing costs
    17       15       49       45  
Funds from Operations
  $ 6,017     $ 5,532     $ 17,621     $ 16,118  
Funds from Operations  Per Share – Dilutive
  $ 0.72     $ 0.66     $ 2.10     $ 1.93  
Weighted average number of shares and OP units outstanding – dilutive
    8,411       8,364       8,395       8,364  

(1)           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 and after adjustments for unconsolidated partnerships and joint ventures.  Management uses FFO as a supplemental measure to conduct and evaluate the Company’s business because there are certain limitations associated with using GAAP net income by itself as the primary measure of the Company’s operating performance.  Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time.  Since real estate values instead have historically risen or fallen with market conditions, management believes that the presentation of operating results for real estate companies that use historical cost accounting is insufficient by itself.
 
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.  Further, while the Company adheres to the NAREIT definition of FFO, its presentation of FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that not all REITs use the same definition.
 
 
 

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

   
September 30,
2009
   
December 31,
 2008
 
Assets
           
Land
  $ 93,816     $ 87,309  
Buildings
    220,449       210,650  
Accumulated depreciation
    (62,643 )     (58,502 )
Property under development
    5,571       13,383  
Cash and cash equivalents
    362       669  
Rents receivable
    1,029       965  
Deferred costs, net of amortization
    1,500       1,437  
Other assets
    856       986  
Total Assets
  $ 260,940     $ 256,897  
                 
Liabilities
               
Mortgages payable
  $ 65,098     $ 67,624  
Notes payable
    39,950       32,945  
Deferred revenue
    10,208       10,725  
Dividends and distributions payable
    4,348       4,233  
Other liabilities
    2,039       3,388  
Total Liabilities
    121,643       118,915  
                 
Stockholders’ Equity
               
Common stock (8,191,574 and 7,863,930 shares)
    1       1  
Additional paid-in capital
    147,172       143,892  
Deficit
    (10,830 )     (11,258 )
Accumulated other comprehensive income (loss)
    (99 )     -  
Non-controlling interest
    3,053       5,347  
Total Stockholders’ Equity
    139,297       137,982  
    $ 260,940     $ 256,897  

 
 

 
 
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