UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/x/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1999
OR
/ / 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| |_|
4,364,867 Shares of Common Stock, $.0001 par value, were outstanding as of
May 4, 1999
<PAGE>
Agree Realty Corporation
Form 10-Q
Index
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Part I: Financial Information Page
Item 1. Interim Consolidated Financial Statements 3
Consolidated Balance Sheets as of March 31, 1999
and December 31, 1998 4-5
Consolidated Statements of Income for the
three months ended March 31, 1999 and 1998 6
Consolidated Statement of Stockholders' Equity for the
three months ended March 31, 1999 7
Consolidated Statements of Cash Flows for the
three months ended March 31, 1999 and 1998 8
Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-15
Part II: Other Information
Item 1. Legal Proceedings 16
Item 2. Changes in Securities 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 5 Other Information 16
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 17
2
<PAGE>
Agree Realty Corporation
Part I: Financial Information
- -----------------------------------------------------------------------------
ITEM 1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS
3
<PAGE>
<TABLE>
<CAPTION>
Agree Realty Corporation
Consolidated Balance Sheets (Unaudited)
- -----------------------------------------------------------------------------
March 31, December 31,
1999 1998
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Real Estate Investments
Land .............................................. $ 37,005,162 $ 37,005,162
Buildings ......................................... 128,831,914 128,861,505
Property under development ........................ 1,944,874 1,054,335
------------- -------------
167,781,950 166,921,002
Less accumulated depreciation ..................... (23,842,383) (23,022,291)
------------- -------------
Net Real Estate Investments .......................... 143,939,567 143,898,711
Cash and Cash Equivalents ............................ 253,806 994,159
Accounts Receivable - Tenants ........................ 321,894 645,052
Investments In and Advances To Unconsolidated Entities 1,015,382 1,135,409
Unamortized Deferred Expenses
Financing ......................................... 1,741,390 1,533,440
Leasing costs ..................................... 304,008 302,694
Other Assets ......................................... 853,514 761,066
------------- -------------
$ 148,429,561 $ 149,270,531
============= =============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Agree Realty Corporation
Consolidated Balance Sheets (Unaudited)
- -----------------------------------------------------------------------------
March 31, December 31,
1999 1998
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Liabilities and Stockholders' Equity
Mortgage Payable ............................................... $ 41,272,896 $ 41,299,294
Construction Loans ............................................. 8,915,033 8,874,326
Notes Payable .................................................. 36,058,232 35,158,232
Dividends and Distributions Payable ............................ 2,317,670 2,309,136
Accrued Interest Payable ....................................... 356,315 318,362
Accounts Payable
Operating ................................................... 447,350 721,485
Capital expenditures ........................................ 340,695 1,444,517
Tenant Deposits ................................................ 46,273 48,606
------------- -------------
Total Liabilities .............................................. 89,754,464 90,173,958
------------- -------------
Minority Interest .............................................. 5,982,908 6,047,843
------------- -------------
Stockholders' Equity
Common stock, $.0001 par value; 20,000,000 shares authorized,
4,364,867 and 4,346,313 shares issued and outstanding ..... 436 435
Additional paid-in capital .................................. 63,217,235 62,873,987
Deficit ..................................................... (9,869,191) (9,448,351)
------------- -------------
53,348,480 53,426,071
Less: unearned compensation - restricted stock ................ (656,291) (377,341)
------------- -------------
Total Stockholders' Equity ..................................... 52,692,189 53,048,730
------------- -------------
$ 148,429,561 $ 149,270,531
============= =============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Agree Realty Corporation
Consolidated Statements of Income (Unaudited)
- -----------------------------------------------------------------------------
Three Months Ended Three Months Ended
March 31, 1999 March 31, 1998
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Revenues
Rental income ................................................ $ 4,716,423 $ 4,170,541
Operating cost reimbursement ................................. 656,532 524,922
Management fees and other .................................... 9,263 24,257
----------- -----------
Total Revenues .................................................. 5,382,218 4,719,720
----------- -----------
Operating Expenses
Real estate taxes ............................................ 422,412 360,625
Property operating expenses .................................. 446,303 274,969
Land lease payments .......................................... 136,915 141,921
General and administrative ................................... 316,045 277,996
Depreciation and amortization ................................ 848,896 726,706
----------- -----------
Total Operating Expenses ........................................ 2,170,571 1,782,217
----------- -----------
Income From Operations .......................................... 3,211,647 2,937,503
----------- -----------
Other Income (Expense)
Interest expense, net ........................................ (1,386,685) (1,240,673)
Equity in net income (loss) of unconsolidated entities ....... 6,934 (2,999)
Development fee income ....................................... -- 59,647
----------- -----------
Total Other Expense ............................................. (1,379,751) (1,184,025)
----------- -----------
Income Before Minority Interest ................................. 1,831,896 1,753,478
Minority Interest ............................................... 244,897 226,384
----------- -----------
Net Income ...................................................... $ 1,586,999 $ 1,527,094
=========== ===========
Earnings Per Share .............................................. $ .36 $ .35
=========== ===========
Weighted Average Number of
Common Shares Outstanding .................................... 4,364,867 4,346,313
=========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Agree Realty Corporation
Consolidated Statement of Stockholders' Equity (Unaudited)
- -----------------------------------------------------------------------------
Unearned
Common Stock Additional Compensation -
------------------------ Paid-In Restricted
Shares Amount Capital Deficit Stock
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1999 .................... 4,346,313 $ 435 $62,873,987 $(9,448,351) $ (377,341)
Issuance of shares under
Stock Incentive Plan ..................... 18,554 1 343,248 -- (327,450)
Vesting of restricted stock ................. -- -- -- -- 48,500
Dividends declared for the period
January 1, 1999 to March 31, 1999 ........ -- -- -- (2,007,839) --
Net income for the period
January 1, 1999 to March 31, 1999 ........ -- -- -- 1,586,999 --
--------- ----------- ----------- ----------- -----------
Balance, March 31, 1999 ..................... 4,364,867 $ 436 $63,217,235 $(9,869,191) $ (656,291)
========= =========== =========== =========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Agree Realty Corporation
Consolidated Statements of Cash Flows (Unaudited)
- -----------------------------------------------------------------------------
Three Months Ended Three Months Ended
March 31, 1999 March 31, 1998
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows From Operating Activities
Net income ...................................................... $ 1,586,999 $ 1,527,094
Adjustments to reconcile net income to net cash provided
by operating activities
Depreciation ................................................ 827,588 708,909
Amortization ................................................ 111,308 126,285
Equity in net loss (income) of unconsolidated entities ...... (6,934) 2,999
Minority interests .......................................... 244,897 226,384
Decrease in accounts receivable ............................. 323,158 114,461
Increase in other assets .................................... (53,255) (22,804)
Decrease in accounts payable ................................ (274,135) (193,368)
Increase in accrued interest ................................ 37,953 33,233
Increase (decrease) in tenant deposits ...................... (2,333) 1,667
----------- -----------
Net Cash Provided By Operating Activities .......................... 2,795,246 2,524,860
----------- -----------
Cash Flows From Investing Activities
Acquisition of real estate investments
(including capitalized interest of
$147,000 in 1999 and $64,671 in 1998) ......................... (860,948) (4,361,754)
Investments in and advances to unconsolidated entities .......... 124,150 142,162
----------- -----------
Net Cash Used In Investing Activities .............................. (736,798) (4,219,592)
----------- -----------
Cash Flows From Financing Activities
Dividends and limited partners' distributions paid .............. (2,309,136) (2,284,792)
Net repayment of capital expenditures payables .................. (1,088,024) (454,411)
Line-of-credit proceeds ......................................... 900,000 3,032,928
Payment of financing costs ...................................... (297,950) (8,000)
Construction loan proceeds ...................................... 40,707 911,967
Payments of mortgages payable ................................... (26,398) (88,497)
Payment of leasing costs ........................................ (18,000) --
Redemption of restricted stock .................................. -- (35,328)
----------- -----------
Net Cash Provided By (Used In) Financing Activities ................ (2,798,801) 1,073,867
----------- -----------
Net Decrease In Cash and Cash Equivalents .......................... (740,353) (620,865)
Cash and Cash Equivalents, beginning of period ..................... 994,159 1,785,968
----------- -----------
Cash and Cash Equivalents, end of period ........................... $ 253,806 $ 1,165,103
=========== ===========
Supplemental Disclosure of Cash flow Information
Cash paid for interest (net of amounts capitalized) ............. $ 1,263,185 $ 1,126,719
=========== ===========
Supplemental Disclosure of Non-Cash Transactions
Dividends and limited partners' distributions declared and unpaid $ 2,317,670 $ 2,292,765
Shares issued under Stock Incentive Plan ........................ $ 343,249 $ 405,830
=========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
8
<PAGE>
Agree Realty Corporation
Notes to Financial Statements
- -----------------------------------------------------------------------------
1. Basis of
Presentation The accompanying unaudited 1999 consolidated financial
statements 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, 1998 has been derived
from the audited consolidated financial statements at
that date. Operating results for the three months ended
March 31, 1999 are not necessarily indicative of the
results that may be expected for the year ending
December 31, 1999, 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 for the year ended December
31, 1998.
2. Earnings Per
Share Earnings per share has been computed by dividing the
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"; the
amounts of the Company's "basic" and "diluted" earnings
per share (as defined in SFAS No. 128) are the same.
3. Comprehensive
Income The amounts of the Company's net and comprehensive
income (as defined in SFAS No. 130, "Reporting
Comprehensive Income") are the same.
4. Reclassification Certain reclassifications were made to the December 31,
1998 balance sheet in order to conform with the
presentation used as of March 31, 1999.
9
<PAGE>
Agree Realty Corporation
Part I
- -----------------------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- -----------------------------------------------------------------------------
Overview
The Company was established to continue to operate and expand the retail
property business of its Predecessors. The Company commenced its operations
on April 22, 1994 with the sale of 2,500,000 shares of common stock in an
initial public offering. The net cash proceeds to the Company from the
completion of this offering were approximately $45.4 million, which were used
primarily to reduce outstanding indebtedness, pay stock issuance costs and
establish a working capital reserve. On May 21, 1997, the Company completed
an offering of 1,625,000 shares of common stock at $20.625 per share; on June
18, 1997 the underwriters exercised their overallotment option for an
additional 28,850 shares at the same per share price (collectively, "the 1997
Offering"). The net proceeds from the 1997 Offering of approximately $31.9
million were used to repay amounts outstanding under the Company's Credit
Facility.
The assets of the Company are held by, and all operations are conducted
through, Agree Limited Partnership (the "Operating Partnership"), of which
the Company is the sole general partner and held an 86.63% interest as of
March 31, 1999. The Company is operating so as to qualify as a real estate
investment trust ("REIT") for federal income tax purposes.
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.
Comparison of Three Months Ended March 31, 1999 to Three Months Ended March
31, 1998
Rental income increased $546,000, or 13%, to $4,716,000 in 1999, compared to
$4,170,000 in 1998. The increase was the result of the development and
acquisition of five Properties in 1998.
Operating cost reimbursement, which represents additional rent required by
substantially all of the Company's leases to cover the tenants' proportionate
share of real estate taxes and property operating expenses, increased
$131,000, or 25%, to $656,000 in 1999, compared to $525,000 in 1998.
Operating cost reimbursement increased due to the increase in real estate
taxes and property operating expenses from 1998 to 1999, as explained below.
Management fees and other income decreased $15,000, or 62%, to $9,000 in
1999, compared to $24,000 in 1998. The decrease was the result of a reduction
in management fees due to the Company's acquisition of a property it
previously managed.
Real estate taxes increased $61,000, or 17%, to $422,000 in 1999 compared to
$361,000 in 1998. The increase is the result of the addition of new
properties.
10
<PAGE>
Property operating expenses (shopping center maintenance, insurance and
utilities) increased $171,000, or 62%, to $446,000 in 1999 compared $275,000
in 1998. The increase was the result of increased snow removal costs of
$128,000 and an increase in shopping center maintenance costs of $43,000 in
1999 versus 1998.
Land lease payments remained relatively constant at $137,000 in 1999 compared
to $142,000 in 1998.
General and administrative expenses increased $38,000, or 14%, to $316,000 in
1999 compared to $278,000 in 1998. The increase was primarily the result of
an increase in compensation-related expenses. General and administrative
expenses as a percentage of rental income remained constant at 6.7% for 1999
and 1998.
Depreciation and amortization increased $122,000, or 17%, to $849,000 in 1999
compared to $727,000 in 1998. The increase was the result of the development
and acquisition of five properties in 1998.
Interest expense increased $146,000, or 12%, to $1,387,000 in 1999, from
$1,241,000 in 1998. The increase in interest expense was the result of the
Company's additional borrowing to finance its acquisition and development
projects.
The Company received development fee income of $60,000 in 1998. There was no
development fee income in 1999. The above amount was not included in the
Company's calculation of Funds from Operations, due to the non-recurring
nature of this type of income.
Equity in net income (loss) of unconsolidated entities increased $10,000 to
$7,000 in 1999 compared to ($3,000) in 1998 as a result of decreased
depreciation expense in 1999 related to certain of the Joint Venture
Properties in which the Company holds interests ranging from 8% to 20%.
The Company's income before minority interest increased $78,000 as a result
of the foregoing factors.
11
<PAGE>
Funds from Operations
Management considers Funds from Operations ("FFO") to be a supplemental
measure of the Company's operating performance. FFO is defined by the
National Association of Real Estate Investments Trusts, Inc. ("NAREIT") to
mean net income computed in accordance with generally accepted accounting
principles ("GAAP"), excluding gains (or losses) from debt restructuring and
sales of property, plus real estate related depreciation and amortization,
and after adjustments for unconsolidated entities in which the REIT holds an
interest. FFO does not represent cash generated from operating activities in
accordance with GAAP and is not necessarily indicative of cash available to
fund cash needs. 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.
The following tables illustrate the calculation of FFO for the three months
ended March 31, 1999 and 1998:
<TABLE>
<CAPTION>
Three Months Ended March 31, 1999 1998
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net income before minority interest $1,831,896 $ 1,753,478
Depreciation of real estate assets 827,525 703,534
Amortization of leasing costs 16,686 17,796
Amortization of stock awards 48,500 39,000
Depreciation of real estate assets held in unconsolidated entities 166,645 175,219
Development fee income -- (59,647)
---------- -----------
Funds from Operations $2,891,252 $ 2,629,380
========== ===========
Weighted Average Shares and OP Units Outstanding 5,038,414 4,984,272
========== ===========
FFO increased $262,000, or 10%, for the three months ended March 31, 1999, to
$2,891,000. The increase in FFO is primarily the result of the acquisition
and development of five properties in 1998.
12
<PAGE>
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 such a difference 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.
Liquidity and Capital Resources
The Company's principal demands for liquidity are distributions to its
stockholders, debt repayment, development of new properties and future
property acquisitions.
During the quarter ended March 31, 1999, the Company declared a quarterly
dividend of $.46 per share. The dividend was paid on April 15, 1999 to
holders of record on March 31, 1999.
As of March 31, 1999, the Company had total mortgage indebtedness of
$41,272,896 with a weighted average interest rate of 6.90%. Future scheduled
annual maturities of mortgages payable for the years ending March 31 are as
follows: 2000 - $802,000; 2001 - $936,000; 2002 - $1,003,000; 2003 -
$1,076,000; 2004 - $1,154,000. This mortgage debt is all fixed rate debt.
On April 1, 1999 the Company obtained replacement financing for a mortgage on
its Lakeland, Florida property. The mortgage is in the amount of $7,700,000,
bears interest at 7.00%, and has a term of fourteen years, with a rate review
at the end of the seventh year. The note requires principle and interest
payments based on an amortization period of 18.5 years.
In addition, the Operating Partnership has in place a $50 million line of
Credit Facility (the "Credit Facility") which is guaranteed by the Company.
The loan matures in August 2000 and can be extended by the Company for an
additional three years. 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 less 50 basis points to plus 13 basis
points, at the option of the Company, 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 March 31, 1999, $35,158,232 was
outstanding under the Credit Facility.
13
<PAGE>
The Company also has in place a $5 million line of credit (the "Line of
Credit"), which matures October 19, 1999, and which the Company expects to
renew for an additional 12-month period. The Line of Credit bears interest at
the bank's prime rate less 50 basis points or 175 basis points in excess of
the one-month LIBOR rate, at the option of the Company. 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 March 31,
1999, $900,000 was outstanding under the Line of Credit.
The Company's two wholly-owned subsidiaries have obtained construction
financing of approximately $7,300,000 to fund the development of two retail
properties. The notes require quarterly interest payments, based on a
weighted average interest rate based on LIBOR, computed by the lender. The
notes mature on October 16, 2002 and are secured by the underlying land and
buildings. As of March 31, 1999, $7,184,543 was outstanding under these
notes.
The Company has received funding from an unaffiliated third party for the
construction of certain of its Properties. Advances under this agreement bear
no interest and are required to be repaid within sixty (60) days after the
date construction has been completed. The advances are secured by the
specific land and buildings being developed. As of March 31, 1999, $1,730,490
was outstanding under this arrangement.
The Company has one development project under construction that will add an
additional 14,000 square feet of retail space to the Company's portfolio. The
project is expected to be completed during the second quarter of 1999.
Additional Company funding required for this project is estimated to be
$540,000 and will come from the Credit Facility. Management expects the
development of this project to have a positive effect on cash generated by
operating activities and Funds from Operations.
The Company intends to meet its 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. Management believes that adequate cash flow will be available to fund
the Company's operations and pay dividends in accordance with REIT
requirements. The Company may obtain additional funds for future development
or acquisitions through other borrowings or the issuance of additional shares
of capital stock. The Company intends to incur additional debt in a manner
consistent with its policy of maintaining a ratio of total debt (including
construction and acquisition financing) to total market capitalization of 65%
or less.
14
<PAGE>
The Company plans 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. Management intends to periodically
refinance short-term construction and acquisition financing with long-term
debt and/or equity. Upon completion of refinancing, the Company intends to
lower the ratio of total debt to market capitalization to 50% or less.
Nevertheless, the Company may operate with debt levels or ratios which are in
excess of 50% for extended periods of time prior to such refinancing.
Year 2000 Compliance
The Company's information system consists of a three station Windows NT
network system. All accounting and property management functions are
processed via Timberline Software, a nationally recognized provider of
software to the real estate industry. The Company is currently assessing its
significant business relationships with external parties, including its major
tenants, to determine if their failure to be Year 2000 compliant would have a
material adverse effect upon the Company. In the event that any of the
Company's significant tenants, vendors, banks or others with whom it does
business do not successfully and timely achieve Year 2000 compliance, the
Company's operations may be affected. To date, nothing has come to the
attention of management that leads it to conclude that the likelihood of such
adverse effect reasonably exists. However, because the complexities involved,
management cannot provide assurance that the Year 2000 issue will not have an
impact on the Company's operations.
The Company has completed a review of its information systems and believes
its business technologies are fully compliant with any issues that may arise
as a result of Year 2000 issues
Inflation
The Company's leases generally contain provisions designed to mitigate the
adverse impact of inflation on net income. These provisions include clauses
enabling the Company to pass through to tenants certain operating costs,
including real estate taxes, common area maintenance, utilities and
insurance, thereby reducing the Company's exposure to increases in costs and
operating expenses resulting from inflation. Certain of the Company's leases
contain clauses enabling the Company 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
the Company to seek increased rents upon re-lease at market rates if rents
are below the then existing market rates.
15
<PAGE>
Agree Realty Corporation
Part II
- -----------------------------------------------------------------------------
Other Information
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
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
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)
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None
16
<PAGE>
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: May 4, 1999
- ------------------------------------------------
17
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 253,806
<SECURITIES> 0
<RECEIVABLES> 321,894
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 167,781,950
<DEPRECIATION> 23,842,383
<TOTAL-ASSETS> 148,429,561
<CURRENT-LIABILITIES> 0
<BONDS> 86,246,161
<COMMON> 436
0
0
<OTHER-SE> 52,692,189
<TOTAL-LIABILITY-AND-EQUITY> 148,429,561
<SALES> 5,382,218
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 2,170,571
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,386,685
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,586,999
<EPS-PRIMARY> 0.36
<EPS-DILUTED> 0.36
</TABLE>
