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 June 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 August 8, 2000
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 June 30, 2000 and December 31, 1999 4-5 Consolidated Statements of Operations for the six months ended June 30, 2000 and 1999 6 Consolidated Statements of Operations for the three months ended June 30, 2000 and 1999 7 Consolidated Statement of Stockholders' Equity for the six months ended June 30, 2000 8 Consolidated Statements of Cash Flows for the six months ended June 30, 2000 and 1999 9 Notes to Consolidated Financial Statements 10 Item 2. Management's Discussion and Analysis of Financial Condition and 11-18 Results of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk 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 21 Item 6. Exhibits and Reports on Form 8-K 21 SIGNATURES 22 </TABLE> 2
3 AGREE REALTY CORPORATION PART I: FINANCIAL INFORMATION ================================================================================ ITEM 1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS 3
4 AGREE REALTY CORPORATION CONSOLIDATED BALANCE SHEETS (UNAUDITED) ================================================================================ <TABLE> <CAPTION> JUNE 30, December 31, 2000 1999 - --------------------------------------------------------------------------------------------------------------------- <S> <C> <C> ASSETS REAL ESTATE INVESTMENTS Land $ 43,445,999 $ 40,270,367 Buildings 140,799,972 135,709,128 Property under development 742,047 3,878,611 - --------------------------------------------------------------------------------------------------------------------- 184,988,018 179,858,106 Less accumulated depreciation (28,119,036) (26,342,296) - --------------------------------------------------------------------------------------------------------------------- NET REAL ESTATE INVESTMENTS 156,868,982 153,515,810 CASH AND CASH EQUIVALENTS 184,678 1,064,241 ACCOUNTS RECEIVABLE - TENANTS 190,335 565,133 INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED ENTITIES 272,075 449,676 UNAMORTIZED DEFERRED EXPENSES Financing 1,411,397 1,587,397 Leasing costs 285,655 282,629 OTHER ASSETS 864,990 730,651 - --------------------------------------------------------------------------------------------------------------------- $ 160,078,112 $ 158,195,537 ===================================================================================================================== See accompanying notes to consolidated financial statements. </TABLE> 4
5 AGREE REALTY CORPORATION CONSOLIDATED BALANCE SHEETS (UNAUDITED) ================================================================================ <TABLE> <CAPTION> JUNE 30, December 31, 2000 1999 - --------------------------------------------------------------------------------------------------------------------- <S> <C> <C> LIABILITIES AND STOCKHOLDERS' EQUITY MORTGAGES PAYABLE $ 52,289,476 $ 52,936,571 CONSTRUCTION LOANS 16,316,355 15,322,071 NOTES PAYABLE 30,358,232 27,158,232 DIVIDENDS AND DISTRIBUTIONS PAYABLE 2,331,379 2,317,670 ACCRUED INTEREST PAYABLE 356,816 344,875 ACCOUNTS PAYABLE Operating 506,375 855,886 Capital expenditures 480,280 1,315,597 TENANT DEPOSITS 53,526 52,073 - --------------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES 102,692,439 100,302,975 - --------------------------------------------------------------------------------------------------------------------- MINORITY INTEREST 5,756,241 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 (11,342,974) (10,673,302) - --------------------------------------------------------------------------------------------------------------------- 52,289,899 52,544,369 Less: unearned compensation - restricted stock (660,467) (510,819) - --------------------------------------------------------------------------------------------------------------------- TOTAL STOCKHOLDERS' EQUITY 51,629,432 52,033,550 - --------------------------------------------------------------------------------------------------------------------- $ 160,078,112 $ 158,195,537 ===================================================================================================================== See accompanying notes to consolidated financial statements. </TABLE> 5
6 AGREE REALTY CORPORATION CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) ================================================================================ <TABLE> <CAPTION> SIX MONTHS ENDED Six Months Ended JUNE 30, 2000 June 30, 1999 - ---------------------------------------------------------------------------------------------------------------------- <S> <C> <C> REVENUES Minimum rents $ 10,284,320 $ 9,456,586 Percentage rents 103,031 58,155 Operating cost reimbursements 1,207,209 1,222,747 Management fees and other 22,492 18,960 - ---------------------------------------------------------------------------------------------------------------------- TOTAL REVENUES 11,617,052 10,756,448 - ---------------------------------------------------------------------------------------------------------------------- OPERATING EXPENSES Real estate taxes 873,330 843,782 Property operating expenses 645,778 662,393 Land lease payments 315,613 273,830 General and administrative 811,591 670,813 Depreciation and amortization 1,836,984 1,710,829 - ---------------------------------------------------------------------------------------------------------------------- TOTAL OPERATING EXPENSES 4,483,296 4,161,647 - ---------------------------------------------------------------------------------------------------------------------- INCOME FROM OPERATIONS 7,133,756 6,594,801 - ---------------------------------------------------------------------------------------------------------------------- OTHER INCOME (EXPENSE) Interest expense, net (3,416,779) (2,780,187) Equity in net income of unconsolidated entities 175,179 13,869 Development fee income - 40,873 - ---------------------------------------------------------------------------------------------------------------------- TOTAL OTHER EXPENSE (3,241,600) (2,725,445) - ---------------------------------------------------------------------------------------------------------------------- INCOME BEFORE MINORITY INTEREST 3,892,156 3,869,356 MINORITY INTEREST (516,893) (517,274) - ---------------------------------------------------------------------------------------------------------------------- NET INCOME $ 3,375,263 $ 3,352,082 ====================================================================================================================== EARNINGS PER SHARE $ .77 $ .77 ====================================================================================================================== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 4,396,955 4,364,867 ====================================================================================================================== See accompanying notes to consolidated financial statements. </TABLE> 6
7 AGREE REALTY CORPORATION CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) ================================================================================ <TABLE> <CAPTION> THREE MONTHS ENDED Three Months Ended JUNE 30, 2000 June 30, 1999 - ------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> REVENUES Minimum rents $ 5,223,220 $ 4,746,255 Percentage rents 11,749 52,063 Operating cost reimbursements 558,685 566,215 Management fees and other 10,510 9,697 - ------------------------------------------------------------------------------------------------------------------------ TOTAL REVENUES 5,804,164 5,374,230 - ------------------------------------------------------------------------------------------------------------------------ OPERATING EXPENSES Real estate taxes 427,710 421,370 Property operating expenses 235,365 216,090 Land lease payments 174,948 136,915 General and administrative 419,696 354,768 Depreciation and amortization 937,342 861,933 - ------------------------------------------------------------------------------------------------------------------------ TOTAL OPERATING EXPENSES 2,195,061 1,991,076 - ------------------------------------------------------------------------------------------------------------------------ INCOME FROM OPERATIONS 3,609,103 3,383,154 - ------------------------------------------------------------------------------------------------------------------------ OTHER INCOME (EXPENSE) Interest expense, net (1,758,259) (1,393,502) Equity in net income of unconsolidated entities 173,579 6,935 Development fee income - 40,873 - ------------------------------------------------------------------------------------------------------------------------ TOTAL OTHER EXPENSE (1,584,680) (1,345,694) - ------------------------------------------------------------------------------------------------------------------------ INCOME BEFORE MINORITY INTEREST 2,024,423 2,037,460 MINORITY INTEREST (268,851) (272,377) - ------------------------------------------------------------------------------------------------------------------------ NET INCOME $ 1,755,572 $ 1,765,083 ======================================================================================================================== EARNINGS PER SHARE $ .40 $ .40 ======================================================================================================================== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 4,395,240 4,364,867 ======================================================================================================================== See accompanying notes to consolidated financial statements. </TABLE> 7
8 AGREE REALTY CORPORATION CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) ================================================================================ <TABLE> <CAPTION> Unearned Additional Compensation - Common Stock 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 - - - - 118,000 Dividends declared for the period January 1, 2000 to June 30, 2000 - - - (4,044,935) - Net income for the period January 1, 2000 to June 30, 2000 - - - 3,375,263 - - --------------------------------------------------------------------------------------------------------------------------------- BALANCE, June 30, 2000 4,394,669 $ 440 $63,632,433 $(11,342,974) $ (660,467) ================================================================================================================================= See accompanying notes to consolidated financial statements. </TABLE> 8
9 AGREE REALTY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) ================================================================================ <TABLE> <CAPTION> SIX MONTHS ENDED Six Months Ended JUNE 30, 2000 June 30, 1999 - --------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 3,375,263 $ 3,352,082 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 1,795,337 1,668,214 Amortization 217,647 223,615 Stock based-compensation 118,000 97,000 Equity in net income of unconsolidated entities (175,179) (13,869) Minority interests 516,893 517,274 Decrease in accounts receivable 374,798 427,601 Increase in other assets (153,876) (65,476) Decrease in accounts payable (349,511) (218,247) Increase (decrease) in accrued interest 11,941 (19,132) Increase (decrease) in tenant deposits 1,453 (2,333) - --------------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 5,732,766 5,966,729 - --------------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of real estate investments (including capitalized interest of $119,400 in 2000 and $270,000 in 1999) (4,649,632) (5,755,359) Investments in and advances to unconsolidated entities 347,158 354,412 - --------------------------------------------------------------------------------------------------------------------------------- NET CASH USED IN INVESTING ACTIVITIES (4,302,474) (5,400,947) - --------------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Dividends and limited partners' distributions paid (4,650,889) (4,626,807) Line-of-credit net borrowings (payments) 3,200,000 (11,500,000) Repayment of capital expenditure payables (1,112,044) (1,080,087) Construction loan proceeds 994,284 3,828,273 Payments of mortgages payable (647,095) (158,581) Redemption of restricted stock (56,000) - Payment of leasing costs (38,111) (18,000) Mortgage proceeds - 12,390,135 Payment for financing costs - (381,153) - --------------------------------------------------------------------------------------------------------------------------------- NET CASH USED IN FINANCING ACTIVITIES (2,309,855) (1,546,220) - --------------------------------------------------------------------------------------------------------------------------------- NET DECREASE IN CASH AND CASH EQUIVALENTS (879,563) (980,438) CASH AND CASH EQUIVALENTS, beginning of period 1,064,241 994,159 - --------------------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS, end of period $ 184,678 $ 13,721 ================================================================================================================================= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest (net of amounts capitalized) $ 3,236,548 $ 2,625,406 ================================================================================================================================= 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 $ 480,280 $ 348,631 Shares issued under Stock Incentive Plan $ 471,202 $ 343,249 ================================================================================================================================= See accompanying notes to consolidated financial statements. </TABLE> 9
10 AGREE REALTY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ================================================================================ 1. BASIS OF The accompanying unaudited 2000 consolidated financial PRESENTATION 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 six months ended June 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
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 June 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 SIX MONTHS ENDED JUNE 30, 2000 TO SIX MONTHS ENDED JUNE 30, 1999 Minimum rental income increased $827,000, or 9%, to $10,284,000 in 2000, compared to $9,457,000 in 1999. The increase was the result of the development of three properties in 1999 and two properties in 2000. Percentage rental income increased $45,000, or 77%, to $103,000 in 2000, compared to $58,000 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 real estate taxes and property operating expenses, decreased $16,000, or 1%, to $1,207,000 in 2000, compared to $1,223,000 in 1999. Operating cost reimbursements remained at consistent levels due to the consistent combined amounts of real estate taxes and property operating expenses in 1999 and 2000, as explained below. Management fees and other income remained relatively constant at $22,000 in 2000, compared to $19,000 in 1999. 11
12 AGREE REALTY CORPORATION PART I ================================================================================ Real estate taxes increased $29,000, or 4%, to $873,000 in 2000 compared to $844,000 in 1999. The increase is the result of general assessment increases. Property operating expenses (shopping center maintenance, insurance and utilities) decreased $16,000, or 3%, to $646,000 in 2000 compared to $662,000 in 1999. The decrease was the result of decreased snow removal costs of ($48,000); an increase in shopping center maintenance costs of $29,000; an increase in insurance costs of $2,000 and an increase in utilities of $1,000 in 2000 versus 1999. Land lease payments increased $42,000, or 15%, to $316,000 in 2000 compared to $274,000 in 1999. The increase is the result of the Company leasing land for its Petoskey, Michigan development project. General and administrative expenses increased $141,000, or 21%, to $812,000 in 2000 compared to $671,000 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 rental income increased from 7.1% for 1999 to 7.8% in 2000. Depreciation and amortization increased $126,000, or 7%, to $1,837,000 in 2000 compared to $1,711,000 in 1999. The increase was the result of the development of three properties in 1999 and two properties in 2000. Interest expense increased $637,000, or 23%, to $3,417,000 in 2000, from $2,780,000 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 $161,000 to $175,000 in 2000 compared to $14,000 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 $23,000 as a result of the foregoing factors. COMPARISON OF THREE MONTHS ENDED JUNE 30, 2000 TO THREE MONTHS ENDED JUNE 30, 1999 Rental income increased $477,000, or 10%, to $5,223,000 in 2000, compared to $4,746,000 in 1999. The increase was the result of the development of three properties in 1999 and two properties in 2000. Percentage rental income decreased $40,000, or 77%, to $12,000 in 2000, compared to $52,000 in 1999. The decrease was the result of the timing of percentage rent receipts. Operating cost reimbursements decreased $7,000, or 1%, to $559,000 in 2000, compared to $566,000 in 1999. Operating cost reimbursements remained at consistent levels due to the consistent combined amounts of real estate taxes and property operating expenses in 1999 and 2000, as explained below. 12
13 AGREE REALTY CORPORATION PART I ================================================================================ Management fees and other income remained relatively constant at $11,000 in 2000 compared to $10,000 in 1999. Real estate taxes increased $7,000, or 2%, to $428,000 in 2000 compared to $421,000 in 1999. The increase is the result of general assessment increases. Property operating expenses (shopping center maintenance, insurance and utilities) increased $19,000, or 9%, to $235,000 in 2000 compared $216,000 in 1999. The increase was the result of increased snow removal costs of $7,000 and increased shopping center maintenance costs of $12,000 in 2000 versus 1999. Land lease payments increased $38,000, or 28%, to $175,000 in 2000 compared to $137,000 in 1999. The increase is the result of the Company leasing land for its Petoskey, Michigan development project. General and administrative expenses increased $65,000, or 18%, to $420,000 in 2000 compared to $355,000 in 1999. The increase was primarily the result of an increase in compensation-related expenses as a result of the addition of an employee and wage increases. General and administrative expenses as a percentage of rental income increased from 7.4% for 1999 to 8.0% in 2000. Depreciation and amortization increased $75,000, or 9%, to $937,000 in 2000 compared to $862,000 in 1999. The increase was the result of the development and acquisition of three properties in 1999 and two properties in 2000. Interest expense increased $364,000, or 26%, to $1,758,000 in 2000, from $1,394,000 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 $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 decreased $13,000 as a result of the foregoing factors. 13
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 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. 14
15 AGREE REALTY CORPORATION PART I ================================================================================ The following tables illustrate the calculation of FFO for the six months and three months ended June 30, 2000 and 1999: <TABLE> <CAPTION> Six Months Ended June 30, 2000 1999 ====================================================================================================================== <S> <C> <C> Net income before minority interest $ 3,892,156 $ 3,869,356 Depreciation of real estate assets 1,788,924 1,668,088 Amortization of leasing costs 35,085 33,371 Amortization of stock awards 118,000 97,000 Depreciation of real estate assets held in unconsolidated entities 171,980 333,290 Development fee income - (40,873) - ---------------------------------------------------------------------------------------------------------------------- FUNDS FROM OPERATIONS $ 6,006,145 $ 5,960,232 ====================================================================================================================== WEIGHTED AVERAGE SHARES AND OP UNITS OUTSTANDING 5,070,502 5,038,414 ====================================================================================================================== <CAPTION> Three Months Ended June 30, 2000 1999 ====================================================================================================================== <S> <C> <C> Net income before minority interest $ 2,024,423 $ 2,037,460 Depreciation of real estate assets 912,650 840,563 Amortization of leasing costs 17,992 16,685 Amortization of stock awards 59,000 48,500 Depreciation of real estate assets held in unconsolidated entities - 166,645 Development fee income - (40,873) - ---------------------------------------------------------------------------------------------------------------------- FUNDS FROM OPERATIONS $ 3,014,065 $ 3,068,980 ====================================================================================================================== WEIGHTED AVERAGE SHARES AND OP UNITS OUTSTANDING 5,068,787 5,038,414 ====================================================================================================================== </TABLE> 15
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 June 30, 2000, the Company declared a quarterly dividend of $.46 per share. The dividend was paid on July 13, 2000 to holders of record on June 30, 2000. As of June 30, 2000, the Company had total mortgage indebtedness of $52,289,476 with a weighted average interest rate of 6.92%. Future scheduled annual maturities of mortgages payable for the years ending June 30 are as follows: 2001 - $1,343,001; 2002 - $1,458,286; 2003 - $1,561,984; 2004 - $1,673,060; and 2005 - $1,792,040. 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 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 June 30, 2000, $27,158,232 was outstanding under the Credit Facility. 16
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 June 30, 2000, $3,200,000 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 June 30, 2000, $14,585,865 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 June 30, 2000, $1,730,490 was outstanding under this arrangement. 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 $4,400,000 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
18 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
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 June 30, 2000 the Company had three mortgages outstanding. The first mortgage in the amount of $32,817,702 bears interest at 7.00%. The mortgage matures on November 15, 2005. The second mortgage in the amount of $7,433,829 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 $12,037,945 bears interest at 6.63%. The mortgage matures on February 5, 2017. Construction loans - As of June 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 June 30, 2000 the Company had $30,358,232 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 $240,000. 19
20 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 On May 8, 2000, the Company held its Annual Meeting of Stockholders. The following were the results of the meeting: The stockholders elected Gene Silverman and Farris G. Kalil as Directors until the annual meeting of stockholders in 2003 or until a successor is elected and qualified. The vote was as follows: <TABLE> <S> <C> Gene Silverman Votes cast for 3,972,712 Votes withheld 51,565 Not voting 370,392 Farris G. Kalil Votes cast for 3,973,847 Votes withheld 50,430 Not voting 370,392 </TABLE> 20
21 AGREE REALTY CORPORATION PART II ================================================================================ 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 21
22 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: August 8, 2000 - -------------------------------------------- 22
23 Exhibit Index <TABLE> <CAPTION> Exhibit No. Description - ----------- ----------- <S> <C> 27 Financial Data Schedule </TABLE>