-----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, NAAFzzQRiX/2z048tarzBMCN9xIPMQYnij5Nl5FvL7wyCz8vE4J7xKbnMb0fX89F d+sHGDVGR87Pr0+aeTRlLA== 0001144204-10-039920.txt : 20100729 0001144204-10-039920.hdr.sgml : 20100729 20100729075309 ACCESSION NUMBER: 0001144204-10-039920 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100729 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100729 DATE AS OF CHANGE: 20100729 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: 10975968 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 v191782_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):  July 29, 2010

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 July 29, 2010 Agree Realty Corporation issued a press release describing its results of operations for the second quarter ended June 30, 2010.  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 July 29, 2010, reporting the Company's results of operations for the second quarter ended June 30, 2010.
 

 
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:  July 29, 2010



EXHIBIT INDEX


Exhibit
Description
   
99.1
Press release, dated July 29, 2010, reporting the Company's results of operations for the second quarter ended June 30, 2010.
 

EX-99.1 2 v191782_ex99-1.htm Unassociated Document
 
PRESS RELEASE – FOR IMMEDIATE RELEASE

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


AGREE REALTY CORPORATION
REPORTS OPERATING RESULTS FOR THE SECOND QUARTER 2010

 
SECOND Quarter 2010 Highlights:

 
·
2nd Quarter diluted FFO per share of $0.61
 
·
$0.51 per share quarterly dividend paid July 13, 2010
 
·
Completed a 1,495,000 share common stock offering generating approximately $31.1 million in net proceeds

FARMINGTON HILLS, MI (July 29, 2010) - Agree Realty Corporation (NYSE: ADC) today announced results for the quarter ended June 30, 2010. Second quarter funds from operations (FFO) was $5,899,000 compared with FFO in the second quarter of 2009 of $5,910,000.  FFO per diluted share for the second quarter of 2010 was $0.61 compared with $0.70 for the second quarter of 2009.  FFO per share decreased primarily due to an increase in the weighted average shares outstanding as the result of the common share offering in April 2010.  A reconciliation of net income to FFO is included in the financial tables accompanying this press release.  Net income for the second quarter of 2010 was $4,431,000, or $0.46 per diluted share, compared with net income for the second quarter of 2009 of $4,508,000, or $0.54 per share.  Total revenues increased 4.0% to $9,230,000, compared with total revenues of $8,872,000 in the second quarter of 2009.

For the six months ended June 30, 2010, FFO increased 3.0% to $11,955,000 compared with FFO for the six months ended June 30, 2009 of $11,605,000.  FFO per diluted share was $1.32 compared with $1.38 for the six months ended June 30, 2009.  FFO per share decreased primarily due to an increase in the weighted average shares outstanding as the result of the common share offering in April 2010.  Net income was $14,400,000, or $1.59 per diluted share, compared with net income for the comparable period last year of $8,825,000, or $1.05 per diluted share.  Net income for the six months of 2010, included a gain of $5,328,000, or $0.59 per share from the sale of the Company’s Santa Barbara, California Borders Book store.  Total revenues increased 4.5% to $18,680,000 compared with total revenues of $17,871,000 for the comparable period last year.

“We are very pleased with our operating results for the second quarter,” said Joey Agree, President and Chief Operating Officer.  “We completed our Oakland, California project on behalf of Walgreens during the second quarter of this year. We also acquired two retail properties net leased to CVS/Caremark during the quarter.  Our current developments in Atlantic Beach, Florida, St. Augustine Shores, Florida, and Ann Arbor, Michigan, as well as our redevelopment of Boynton Festive Center, are on track and will be turned over in the third and fourth quarters of 2010.  Additionally, the completion of our secondary stock offering allowed us to repay all amounts outstanding on our revolving credit facility.  Our balance sheet is strong and we are well-positioned to take advantage of development and acquisition opportunities as they arise.”
 

 
Dividend

The Company paid a cash dividend of $0.51 per share on July 13, 2010 to shareholders of record on June 30, 2010.  The dividend is equivalent to an annualized dividend of $2.04 per share and represents a payout ratio of 83.6% of FFO for the quarter.

Portfolio

At June 30, 2010, the Company’s total assets were $270,353,000 and its portfolio consisted of 74 properties located in 15 states and totaling 3,492,468 square feet of gross leasable space.  The portfolio was 99.2% leased at the end of the quarter.

The Company’s construction in progress balance totaled approximately $9,738,000 at June 30, 2010, and the Company capitalized $111,519 of construction period interest during the second quarter of 2010.

Lease Expirations

The following table, as of June 30, 2010, 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.

         
Gross Leasable Area
   
Annualized Base Rent
 
Expiration Year
 
Number of Leases Expiring
   
Square Footage
   
Percent of Total
   
Amount
   
Percent of Total
 
2010
    4       60,542       1.7 %   $ 422,200       1.2 %
2011
    23       149,627       4.3 %     1,117,926       3.2 %
2012
    30       282,956       8.2 %     1,474,122       4.2 %
2013
    19       306,713       8.9 %     1,661,397       4.8 %
2014
    9       190,458       5.5 %     990,856       2.8 %
2015
    20       813,543       23.5 %     5,124,687       14.7 %
2016
    8       130,241       3.8 %     1,960,728       5.6 %
2017
    4       30,844       0.9 %     351,995       1.0 %
2018
    12       225,235       6.5 %     3,963,986       11.3 %
2019
    7       95,170       2.7 %     2,174,649       6.2 %
Thereafter
    45       1,179,676       34.0 %     15,699,591       45.0 %
Total
   
181
      3,465,005             $ 34,942,137      
 
 
 



Annualized Base Rent of Properties

The following is a breakdown of base rents in effect at June 30, 2010 for each type of retail tenant:

Retail Tenant
 
Annualized Base Rent
   
Percent of Total Base Rent
 
             
National
  $ 31,125,813       89 %
Regional
    2,697,792       8  
Local
    1,118,532       3  
Total
  $ 34,942,137       100 %

Major Tenants

The following is a breakdown of base rents in effect at June 30, 2010 for each of the Company’s major tenants:

Major Tenant
 
Annualized Base Rent
   
Percent of Total Base Rent
 
             
Walgreen (28)
  $ 10,246,099       29 %
Borders (17)
    9,268,723       27  
Kmart (12)
    3,847,911       11  
Total
  $ 23,362,733       67 %

Outstanding Shares and Operating Partnership Units

For the three and six months ended June 30, 2010, the Company’s fully diluted weighted average shares outstanding were 9,348,301 and 8,732,671.  The basic weighted average shares outstanding for the three and six months ended June 30, 2010 were 9,316,229 and 8,706,401.

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 June 30, 2010, there were 347,619 operating partnership units outstanding and the Company held a 96.44% interest.

In April, the Company completed an underwritten public offering of a total of 1,495,000 shares of common stock, including the exercise of the underwriter’s over-allotment option, resulting in net proceeds to the Company of approximately $31,100,000 The proceeds were used to reduce amounts outstanding under the Company’s credit facilities and for general corporate purposes.

Development Activity

The Company developed a retail space on behalf of Walgreens located at the southwest corner of 14th Street and Broadway in Oakland, California.  The retail space was formerly occupied by Gap.  The Company managed and coordinated the development process and oversaw the construction for a fee.  The development process commenced during the third quarter of 2009 and the project was completed and delivered to the tenant during the second quarter of 2010.
 

 
In addition, the Company has commenced three developments for a national retailer in the U.S. chain drugstore industry.  The developments are located in Atlantic Beach, Florida, St. Augustine Shores, Florida and Ann Arbor, Michigan.  The Company has also commenced the redevelopment of its vacant Circuit City store in Boynton Beach, Florida for Dick’s Sporting Goods, Inc.  The developments and redevelopment are expected to be completed during the third and fourth quarters of 2010 at an aggregate cost of approximately $14 million.

Acquisition Activity

In June, the Company acquired two retail properties net leased to CVS/Caremark Corporation for a total of approximately $7,713,000.  The properties are located in Atchison, Kansas and Johnstown, Ohio.

About Agree Realty Corporation

Agree Realty Corporation is engaged in the ownership, management and development of properties, which are primarily single tenant properties leased to retail tenants and neighborhood community shopping centers.  The Company currently owns and operates a portfolio of 74 properties, located in 15 states and containing approximately 3.5 million square feet of gross leasable space.  The common stock of Agree Realty Corporation is listed on the New York Stock Exchange under the symbol “ADC.”

Forward-Looking Statements

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, 2009.  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 June 30,
   
Six Months Ended June 30,
 
   
2010
   
2009
   
2010
   
2009
 
Revenues:
                       
Minimum rents
  $ 8,421     $ 8,180     $ 16,786     $ 16,449  
Percentage rent
    12       1       13       8  
Operating cost reimbursements
    641       682       1,310       1,401  
Development fee income
    139       -       536       -  
Other income
    17       9       35       13  
Total Revenues
    9,230       8,872       18,680       17,871  
Expenses:
                               
Real estate taxes
    507       489       996       967  
Property operating expenses
    330       332       726       790  
Land lease payments
    227       215       453       430  
General and administration
    1,202       998       2,454       2,250  
Depreciation and amortization
    1,462       1,385       2,859       2,745  
Interest expense
    1,124       1,161       2,394       2,286  
Total Expenses
    4,852       4,580       9,882       9,468  
Income before discontinued operations
    4,378       4,292       8,798       8,403  
Sale of asset from discontinued   operations
    (4 )     -       5,328       -  
Income from discontinued operations
    57       216       274       422  
Net Income
    4,431       4,508       14,400       8,825  
Net income attributable to non-controlling interest
    140       268       542       575  
Net Income Attributable to Agree Realty Corporation
  $ 4,291     $ 4,240     $ 13,858     $ 8,250  
Net Income Per Share – Dilutive
  $ 0.46     $ 0.54     $ 1.59     $ 1.05  
Reconciliation of Funds from Operations to Net Income: (1)
                               
Net income
  $ 4,431     $ 4,508     $ 14,400     $ 8,825  
Depreciation of real estate assets
    1,444       1,386       2,844       2,747  
Amortization of leasing costs
    20       16       39       33  
Sale of fixed asset
    4       -       (5,328 )     -  
Funds from Operations
  $ 5,899     $ 5,910     $ 11,955     $ 11,605  
Funds from Operations  Per Share – Dilutive
  $ 0.61     $ 0.70     $ 1.32     $ 1.38  
Weighted average number of shares and OP units outstanding – dilutive
    9,696       8,401       9,080       8,390  

 
(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)
 
 
   
June 30,
2010
   
December 31
2009
 
Assets
           
Land
  $ 93,306     $ 95,047  
Buildings
    221,908       220,605  
Accumulated depreciation
    (65,639 )     (64,076 )
Property under development
    9,738       4,792  
Property held for sale
    3,030       -  
Cash and cash equivalents
    358       689  
Restricted cash
    2,097       -  
Accounts receivable
    3,005       1,987  
Deferred costs, net of amortization
    1,790       1,897  
Other assets
    760       848  
Total Assets
  $ 270,353     $ 261,789  
                 
Liabilities
               
Mortgages payable
  $ 73,575     $ 75,553  
Notes payable
    1,700       29,000  
Deferred revenue
    9,690       10,035  
Dividends and distributions payable
    5,132       4,354  
Other liabilities
    4,617       3,020  
Total Liabilities
    94,714       121,962  
                 
Stockholders’ Equity
               
Common stock (9,754,264 and 8,196,074 shares)
    1       1  
Additional paid-in capital
    179,102       147,466  
Deficit
    (5,959 )     (10,633 )
Accumulated other comprehensive income (loss)
    (732 )     (71 )
Non-controlling interest
    3,227       3,064  
Total Stockholders’ Equity
    175,639       139,827  
    $ 270,353     $ 261,789  


 
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