<PAGE> 1
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 September 30, 2000
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| |_|
4,394,669 Shares of Common Stock, $.0001 par value, were outstanding as of
November 2, 2000
<PAGE> 2
AGREE REALTY CORPORATION
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PART I: FINANCIAL INFORMATION PAGE
<S> <C> <C>
Item 1. Interim Consolidated Financial Statements 3
Consolidated Balance Sheets as of September 30, 2000 and December 31, 1999 4-5
Consolidated Statements of Operations for the nine months ended September 30, 2000 and 1999 6
Consolidated Statements of Operations for the three months ended September 30, 2000 and 1999 7
Consolidated Statement of Stockholders' Equity for the nine months ended September 30, 2000 8
Consolidated Statements of Cash Flows for the nine months ended September 30, 2000 and 1999 9
Notes to Consolidated Financial Statements 10
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 11-19
PART II: OTHER INFORMATION
Item 1. Legal Proceedings 20
Item 2. Changes in Securities 20
Item 3. Defaults Upon Senior Securities 20
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 5 Other Information 20
Item 6. Exhibits and Reports on Form 8-K 20
SIGNATURES 21
</TABLE>
2
<PAGE> 3
AGREE REALTY CORPORATION
PART I: FINANCIAL INFORMATION
ITEM 1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS
3
<PAGE> 4
AGREE REALTY CORPORATION
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, December 31,
2000 1999
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
REAL ESTATE INVESTMENTS
Land $ 43,778,679 $ 40,270,367
Buildings 141,085,973 135,709,128
Property under development 1,930,301 3,878,611
---------------------------------------------------------------------------------------------------------------------
186,794,953 179,858,106
Less accumulated depreciation (29,010,652) (26,342,296)
---------------------------------------------------------------------------------------------------------------------
NET REAL ESTATE INVESTMENTS 157,784,301 153,515,810
CASH AND CASH EQUIVALENTS 205,154 1,064,241
ACCOUNTS RECEIVABLE - TENANTS 229,514 565,133
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED ENTITIES 269,373 449,676
UNAMORTIZED DEFERRED EXPENSES
Financing 1,565,509 1,587,397
Leasing costs 287,141 282,629
OTHER ASSETS 894,659 730,651
---------------------------------------------------------------------------------------------------------------------
$ 161,235,651 $ 158,195,537
=====================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
AGREE REALTY CORPORATION
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, December 31,
2000 1999
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
MORTGAGES PAYABLE $ 51,957,498 $ 52,936,571
CONSTRUCTION LOANS 16,316,355 15,322,071
NOTES PAYABLE 32,158,232 27,158,232
DIVIDENDS AND DISTRIBUTIONS PAYABLE 2,331,379 2,317,670
ACCRUED INTEREST PAYABLE 341,446 344,875
ACCOUNTS PAYABLE
Operating 298,748 855,886
Capital expenditures 510,230 1,315,597
TENANT DEPOSITS 53,526 52,073
---------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 103,967,414 100,302,975
---------------------------------------------------------------------------------------------------------------------
MINORITY INTEREST 5,733,219 5,859,012
---------------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Common stock, $.0001 par value; 20,000,000 shares authorized;
4,394,669 and 4,364,867 shares issued and outstanding 440 436
Additional paid-in capital 63,632,433 63,217,235
Deficit (11,496,388) (10,673,302)
---------------------------------------------------------------------------------------------------------------------
52,136,485 52,544,369
Less: unearned compensation - restricted stock (601,467) (510,819)
---------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 51,535,018 52,033,550
---------------------------------------------------------------------------------------------------------------------
$ 161,235,651 $ 158,195,537
=====================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
AGREE REALTY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended Nine Months Ended
September 30, 2000 September 30, 1999
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
REVENUES
Minimum rents $ 15,595,738 $ 14,296,648
Percentage rents 187,970 129,298
Operating cost reimbursements 1,798,722 1,787,645
Management fees and other 32,770 32,430
----------------------------------------------------------------------------------------------------------------------
TOTAL REVENUES 17,615,200 16,246,021
----------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES
Real estate taxes 1,309,120 1,268,606
Property operating expenses 889,013 891,491
Land lease payments 500,353 408,578
General and administrative 1,207,356 1,044,816
Depreciation and amortization 2,760,492 2,566,930
----------------------------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES 6,666,334 6,180,421
----------------------------------------------------------------------------------------------------------------------
INCOME FROM OPERATIONS 10,948,866 10,065,600
----------------------------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE)
Interest expense, net (5,250,526) (4,237,986)
Equity in net income of unconsolidated entities 348,759 20,804
Development fee income - 40,873
----------------------------------------------------------------------------------------------------------------------
TOTAL OTHER EXPENSE (4,901,767) (4,176,309)
----------------------------------------------------------------------------------------------------------------------
INCOME BEFORE MINORITY INTEREST 6,047,099 5,889,291
MINORITY INTEREST (803,702) (787,309)
----------------------------------------------------------------------------------------------------------------------
NET INCOME $ 5,243,397 $ 5,101,982
======================================================================================================================
EARNINGS PER SHARE $ 1.19 $ 1.17
======================================================================================================================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 4,396,187 4,364,867
======================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 7
AGREE REALTY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
September 30, 2000 September 30, 1999
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
REVENUES
Minimum rents $ 5,311,418 $ 4,840,062
Percentage rents 84,939 71,143
Operating cost reimbursements 591,513 564,898
Management fees and other 10,278 13,470
------------------------------------------------------------------------------------------------------------------------
TOTAL REVENUES 5,998,148 5,489,573
------------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES
Real estate taxes 435,790 424,824
Property operating expenses 243,235 229,098
Land lease payments 184,740 134,748
General and administrative 395,765 374,003
Depreciation and amortization 923,508 856,101
------------------------------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES 2,183,038 2,018,774
------------------------------------------------------------------------------------------------------------------------
INCOME FROM OPERATIONS 3,815,110 3,470,799
------------------------------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE)
Interest expense, net (1,833,747) (1,457,799)
Equity in net income of unconsolidated entities 173,580 6,935
------------------------------------------------------------------------------------------------------------------------
TOTAL OTHER EXPENSE (1,660,167) (1,450,864)
------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE MINORITY INTEREST 2,154,943 2,019,935
MINORITY INTEREST (286,809) (270,035)
------------------------------------------------------------------------------------------------------------------------
NET INCOME $ 1,868,134 $ 1,749,900
========================================================================================================================
EARNINGS PER SHARE $ .43 $ .40
========================================================================================================================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 4,394,669 4,364,867
========================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
7
<PAGE> 8
AGREE REALTY CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
Unearned
Common Stock Additional Compensation -
------------------------------ Paid-In Restricted
Shares Amount Capital Deficit Stock
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE, January 1, 2000 4,364,867 $ 436 $ 63,217,235 $ (10,673,302) $ (510,819)
Issuance of shares under
Stock Incentive Plan 33,802 4 471,198 - (267,648)
Shares redeemed under
Stock Incentive Plan (4,000) - (56,000) - -
Vesting of restricted stock - - - - 177,000
Dividends declared for the period
January 1, 2000 to September 30, 2000 - - - (6,066,483) -
Net income for the period
January 1, 2000 to September 30, 2000 - - - 5,243,397 -
----------------------------------------------------------------------------------------------------------------------------------
BALANCE, September 30, 2000 4,394,669 $ 440 $ 63,632,433 $ (11,496,388) $ (601,467)
==================================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
8
<PAGE> 9
AGREE REALTY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended Nine Months Ended
September 30, 2000 September 30, 1999
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 5,243,397 $ 5,101,982
Adjustments to reconcile net income to net cash provided by operating
activities
Depreciation 2,696,336 2,503,007
Amortization 338,156 336,923
Stock-based compensation 177,000 145,500
Equity in net income of unconsolidated entities (348,759) (20,804)
Minority interests 803,702 787,309
Decrease in accounts receivable 335,619 353,546
Decrease (increase) in other assets (193,398) 124,096
Decrease in accounts payable (557,138) (420,400)
Decrease in accrued interest (3,429) (55,101)
Increase in tenant deposits 1,453 3,467
---------------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 8,492,939 8,859,525
---------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of real estate investments (including capitalized interest of
$232,400 in 2000 and $343,000 in 1999) (6,426,617) (8,019,191)
Distributions from unconsolidated entities 520,629 528,345
---------------------------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (5,905,988) (7,490,846)
---------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends and limited partners' distributions paid (6,982,268) (6,944,478)
Line-of-credit net borrowings (payments) 5,000,000 (11,050,000)
Repayments of capital expenditure payables (1,112,044) (723,493)
Construction loan proceeds 994,284 4,851,776
Payments of mortgages payable (979,073) (437,550)
Payments for financing costs (252,112) (417,146)
Payment of leasing costs (58,825) (18,000)
Redemption of restricted stock (56,000) -
Mortgage proceeds - 12,390,135
---------------------------------------------------------------------------------------------------------------------------------
NET CASH USED IN FINANCING ACTIVITIES (3,446,038) (2,348,756)
---------------------------------------------------------------------------------------------------------------------------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (859,087) (980,077)
CASH AND CASH EQUIVALENTS, beginning of period 1,064,241 994,159
---------------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, end of period $ 205,154 $ 14,082
=================================================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest (net of amounts capitalized) $ 4,988,239 $ 4,029,030
=================================================================================================================================
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
Dividends and limited partners' distributions declared and unpaid $ 2,331,379 $ 2,317,670
Real estate investments financed with accounts payable $ 510,230 $ 705,225
Shares issued under Stock Incentive Plan $ 471,202 $ 343,249
=================================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
9
<PAGE> 10
AGREE REALTY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF The accompanying unaudited 2000 consolidated
PRESENTATION 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, 1999 has been derived
from the audited consolidated financial statements at
that date. Operating results for the nine months
ended September 30, 2000 are not necessarily
indicative of the results that may be expected for
the year ending December 31, 2000, 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, 1999.
2. EARNINGS PER Earnings per share has been computed by dividing the
SHARE 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. RECLASSIFICATIONS Certain amounts in the 1999 financial statements have
been reclassified to conform with the 2000
presentation.
10
<PAGE> 11
AGREE REALTY CORPORATION
PART I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OEPRATIONS
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 86.71% interest as of September 30, 2000.
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 NINE MONTHS ENDED SEPTEMBER 30, 2000 TO NINE MONTHS ENDED
SEPTEMBER 30, 1999
Minimum rental income increased $1,299,000, or 9%, to $15,596,000 in 2000,
compared to $14,297,000 in 1999. The increase is primarily the result of the
development of three properties in 1999 and two properties in 2000.
Percentage rental income increased $59,000, or 45%, to $188,000 in 2000,
compared to $129,000 in 1999. The increase was the result of increased tenant
sales.
Operating cost reimbursements, which represent additional rent required by
substantially all of the Company's leases to cover the tenants' proportionate
share of the property's operating expenses, increased $11,000, or 1%, to
$1,799,000 in 2000, compared to $1,788,000 in 1999. Operating cost
reimbursements increased due to the increase in real estate taxes from 1999 to
2000 as explained below.
Management fees and other income remained relatively constant at $33,000 in
2000, compared to $32,000 in 1999.
11
<PAGE> 12
AGREE REALTY CORPORATION
PART I
Real estate taxes increased $40,000, or 3%, to $1,309,000 in 2000 versus
$1,269,000 in 1999. The increase is the result of general assessment increases
on the Company's Properties.
Property operating expenses (snow removal, shopping center maintenance,
insurance and utilities) decreased $2,000, to $889,000 in 2000 versus $891,000
in 1999. The decrease was the result of decreased snow removal costs of $41,000;
an increase in shopping center maintenance costs of $31,000; an increase in
utility costs of $7,000 and an increase in insurance costs of $1,000 in 2000
versus 1999.
Land lease payments increased $91,000, or 22%, to $500,000 in 2000 compared to
$409,000 in 1999. The increase is the result of the Company leasing land for its
completed Petoskey, Michigan development.
General and administrative expenses increased by $163,000, or 16%, to $1,207,000
in 2000 versus $1,045,000 in 1999. The increase was primarily the result of an
increase in compensation-related expenses related to the addition of an employee
and wage increases. General and administrative expenses as a percentage of total
rental income increased from 7.2% for 1999 to 7.7% in 2000.
Depreciation and amortization increased $193,000, or 8%, to $2,760,000 in 2000
versus $2,567,000 in 1999. This increase was the result of the completion of
three new properties in 1999 and two properties in 2000.
Interest expense increased $1,013,000, or 24%, to $5,251,000 in 2000, from
$4,238,000 in 1999. The increase in interest expense was the result of the
Company's additional borrowing to finance its development of properties and
increased rates on variable rate notes payable.
The Company received development fee income of $41,000 in 1999; there was no
development fee income in 2000.
Equity in net income of unconsolidated entities increased $328,000 to $349,000
in 2000 compared to $21,000 in 1999 as a result of depreciation expense no
longer being allocated to the Company pursuant to the Joint Venture Agreements
in which the Company holds interests in properties ranging from 8% to 20%.
The Company's income before minority interest increased $158,000 as a result of
the foregoing factors.
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2000 TO THREE MONTHS ENDED
SEPTEMBER 30, 1999
Rental income increased $471,000, or 10%, to $5,311,000 in 2000, compared to
$4,840,000 in 1999. The increase is primarily the result of the development and
acquisition of two properties in 1999 and two properties in 1999.
Percentage rental income increased $14,000, or 19%, to $85,000 in 2000, compared
to $71,000 in 1999. The increase was the result of increased tenant sales.
12
<PAGE> 13
AGREE REALTY CORPORATION
PART I
Operating cost reimbursements increased $27,000, or 5%, to $592,000 in 2000,
compared to $565,000 in 1999. Operating cost reimbursements increased due to the
increase in real estate taxes and property operating expenses from 1999 to 2000
as explained below.
Management fees and other income remained relatively constant at $10,000 in 2000
compared to $13,000 in 1999.
Real estate taxes increased $11,000, or 3%, to $436,000 in 2000 versus $425,000
in 1999. The increase is the result of general assessment increases on the
Company's Properties.
Property operating expense (snow removal, shopping center maintenance, insurance
and utilities) increased $14,000, or 6% to $243,000 in 2000 versus $229,000 in
1999. The increase was the result of increased snow removal costs of $7,000; an
increase in shopping center maintenance costs of $2,000; a decrease in insurance
costs of $1,000 and an increase in utilities of $6,000 in 2000 versus 1999.
Land lease payments increased $50,000, or 37%, to $185,000 in 2000 compared to
$135,000 in 1999. The increase is the result of the Company leasing land for its
completed Petoskey, Michigan development.
General and administrative expenses increased $22,000, or 6%, to $396,000 in
2000 compared to $374,000 in 1999. The increase was primarily the result of an
increase in compensation-related expenses. General and administrative expenses
as a percentage of total rental income decreased from 7.6% for 1999 to 7.3% in
2000.
Depreciation and amortization increased $68,000, or 8%, to $924,000 in 2000
versus $856,000 in 1999. The increase was the result of the development of two
properties in 1999 and two properties in 2000.
Interest expense increased $376,000, or 26%, to $1,834,000 in 2000, from
$1,458,000 in 1999. The increase in interest expense was the result of the
Company's additional borrowing to finance its development of properties and
increased rates on variable rate notes payable.
Equity in net income of unconsolidated entities increased $167,000 to $174,000
in 2000 compared to $7,000 in 1999 as a result of depreciation expense no longer
being allocated to the Company pursuant to the Joint venture Agreements in which
the Company holds interests in properties ranging from 8% to 20%.
The Company's income before minority interest increased $135,000 as a result of
the foregoing factors.
13
<PAGE> 14
AGREE REALTY CORPORATION
PART I
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 sales of depreciable operating
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.
14
<PAGE> 15
AGREE REALTY CORPORATION
PART I
The following tables illustrate the calculation of FFO for the nine months and
three months ended September 30, 2000 and 1999:
<TABLE>
<CAPTION>
Nine Months Ended September 30, 2000 1999
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net income before minority interest $ 6,047,099 $ 5,889,291
Depreciation of real estate assets 2,686,632 2,502,747
Amortization of leasing costs 54,313 50,057
Amortization of stock awards 177,000 145,500
Depreciation of real estate assets held in unconsolidated entities 171,980 499,935
Development fee income - (40,873)
--------------------------------------------------------------------------------------------------------------------------
FUNDS FROM OPERATIONS $ 9,137,024 $ 9,046,657
==========================================================================================================================
WEIGHTED AVERAGE SHARES AND OP UNITS OUTSTANDING 5,069,734 5,038,414
==========================================================================================================================
<CAPTION>
Three Months Ended September 30, 2000 1999
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net income before minority interest $ 2,154,943 $ 2,019,935
Depreciation of real estate assets 897,708 834,659
Amortization of leasing costs 19,228 16,686
Amortization of stock awards 59,000 48,500
Depreciation of real estate assets held in unconsolidated entities - 166,645
--------------------------------------------------------------------------------------------------------------------------
FUNDS FROM OPERATIONS $ 3,130,879 $ 3,086,425
==========================================================================================================================
WEIGHTED AVERAGE SHARES AND OP UNITS OUTSTANDING 5,068,216 5,038,414
==========================================================================================================================
</TABLE>
15
<PAGE> 16
AGREE REALTY CORPORATION
PART I
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 September 30, 2000, the Company declared a quarterly
dividend of $.46 per share. The dividend was paid on October 12, 2000 to holders
of record on September 29, 2000.
As of September 30, 2000, the Company had total mortgage indebtedness of
$51,957,498 with a weighted average interest rate of 6.92%. Future scheduled
annual maturities of mortgages payable for the years ending September 30 are as
follows: 2001 - $1,366,258; 2002 - $1,483,546; 2003 - $1,589,041; 2004 -
$1,702,042; and 2005 - $1,823,086. This mortgage debt is all fixed rate debt.
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 2003 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, 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 September 30, 2000, $30,158,232 was outstanding
under the Credit Facility.
16
<PAGE> 17
AGREE REALTY CORPORATION
PART I
The Company also has in place a $5 million line of credit (the "Line of
Credit"), which matures on December 19, 2000, 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 September 30, 2000,
$2,0000,000 was outstanding under the Line of Credit.
The Company's wholly-owned subsidiaries have obtained construction financing of
approximately $16,100,000 to fund the development of four 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 September 30,
2000, $14,585,865 was outstanding.
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 secured by the specific land and buildings being developed. As
of September 30, 2000, $1,730,490 was outstanding.
The Company has two development projects under construction that will add an
additional 29,610 square feet of retail space to the Company's portfolio. The
projects are expected to be completed during the fourth quarter of 2000.
Additional Company funding required for this project is estimated to be
$2,800,000 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.
17
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AGREE REALTY CORPORATION
PART I
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.
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.
18
<PAGE> 19
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 rollover 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.
Mortgages payable - As of September 30, 2000 the Company had three mortgages
outstanding. The first mortgage in the amount of $32,641,617 bears interest at
7.00%. The mortgage matures on November 15, 2005. The second mortgage in the
amount of $7,377,751 bears interest at 7.00%. The mortgage matures on April 1,
2013 and is subject to a rate review after the 7th year (April 1, 2006). The
third mortgage in the amount of $11,938,130 bears interest at 6.63%. The
mortgage matures on February 5, 2017.
Construction loans - As of September 30, 2000 the Company had Construction loans
outstanding of $16,316,355. Under the terms of the construction loans the
Company bears no interest rate risk.
Notes Payable - As of September 30, 2000 the Company had $32,158,232 outstanding
on its Lines-of Credit which were subject to interest at a variable interest
rate based on LIBOR.
The Company does not enter into financial instrument transactions for trading or
other speculative purposes or to manage interest rate exposure.
A 10% adverse change in interest rates on the portion of the Company's debt
bearing interest at variable rates would result in an annual increase in
interest expense of approximately $260,000.
19
<PAGE> 20
AGREE REALTY CORPORATION
PART I
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)
10.1 Third amendment to $50 million line-of-credit agreement
dated August 7, 2000 among Agree Realty Corporation and
Michigan National Bank, as agent
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None
20
<PAGE> 21
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 2, 2000
-------------------------------------------------
21
<PAGE> 22
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
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)
10.1 Third amendment to $50 million line-of-credit agreement dated August 7,
2000 among Agree Realty Corporation and Michigan National Bank, as agent
27.1 Financial Data Schedule
</TABLE>
