Agree Realty - 10-Q quarterly report FY

 

(Exact name of registrant as specified in its charter)

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 þ      No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated filer o      Accelerated filer þ      Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).

Yes o      No þ

As of August 8, 2006 the Registrant had 7,706,846 shares of common stock, $.0001 par value outstanding.

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 future results to differ from the statements include, but are not limited to, the effect of economic and market conditions; risks that our 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 our major retail tenants; and failure of our properties to generate additional income to offset increases in operating expenses. For a description of the specific risks associated with the operation of our business, please see our Form 10-K for the fiscal year ended December 31, 2005.

We were established to continue to operate and expand the retail property business of our predecessor. We commenced operations in April 1994. Our assets are held by, and all operations are conducted through, Agree Limited Partnership (the Operating Partnership), of which Agree Realty Corporation is the sole general partner and held a 91.96% interest as of June 30, 2006. We are operating so as to qualify as a real estate investment trust (REIT) for federal income tax purposes.

On January 25, 2005, we completed an offering of 1,000,000 shares of common stock at $28.28 per share. On February 7, 2005, the underwriter exercised its over allotment option for an additional 150,000 shares at the same per share price (collectively, the 2005 Offering). The net proceeds from the 2005 Offering of approximately $31.5 million were used to repay amounts outstanding our credit facility.

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.

In December 2004, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 123 (R), to expand and clarify SFAS No. 123 in several areas. The Statement requires companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. The cost is recognized over the requisite service period (usually the vesting period) for the estimated number of instruments where service is expected to be rendered. This statement is effective for the interim reporting periods beginning after December 15, 2005. The Company adopted this statement in the first quarter of 2006. The impact of adopting SFAS No. 123 (R) did not have a material impact on the Company’s financial position or results of operations.

In June 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections,” which changes the requirements for accounting for and reporting of a change in accounting principle. SFAS No. 154 requires retrospective application to prior periods’ financial statements of a voluntary change in accounting principle unless it is impracticable. SFAS No. 154 also requires that a change in method of depreciation, amortization, or depletion for long-lived, non-financial assets be accounted for as a change in accounting estimate that is effected by a change in accounting principle. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005, but does not change the transition provisions of any existing accounting pronouncements, including those that are in a transition phase as of the effective date of SFAS No. 154. The Company adopted this statement in the first quarter of 2006. The impact of adopting SFAS No. 154 did not have a material impact on the Company’s financial position or results of operations.

In the course of developing and evaluating accounting policies and procedures, we use estimates, assumptions and judgments to determine the most appropriate methods to be applied. Such processes are used in determining revenue recognition, capitalization of costs related to real estate investments, potential impairment of real estate investments, operating cost reimbursements, and taxable income.

Minimum rental income attributable to leases is recorded when due from tenants. Certain leases provide for additional percentage rents based on tenants’ sales volumes. These percentage rents are recognized when determinable by us. In addition, leases for certain tenants contain rent escalations and/or free rent during the first several months of the lease term; however such amounts are not material.

Real estate assets are stated at cost less accumulated depreciation. All costs related to planning, development and construction of buildings prior to the date they become operational, including interest and real estate taxes during the construction period, are capitalized for financial reporting purposes and recorded as property under development until construction has been completed. Subsequent to completion of construction, expenditures for property maintenance are charged to operations as incurred, while significant renovations are capitalized. Depreciation of the buildings is recorded on the straight-line method using an estimated useful life of forty years.

In determining the fair value of real estate investments, we consider future cash flow projections on a property by property basis, current interest rates and current market conditions of the geographical location of each property.

Substantially all of our leases contain provisions requiring tenants to pay as additional rent a proportionate share of operating expenses (Operating Cost Reimbursements) such as real estate taxes, repairs and maintenance, insurance, etc. The related revenue from tenant billings is recognized in the same period the expense is recorded.

We account for stock-based compensation in accordance with SFAS No. 123(R), Share-Based Payment. Under the fair value recognition provisions of this statement, share-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the vesting period. Determining the fair value of share-based awards at the grant date requires judgment, including estimating expected dividends, estimating expected forfeiture rates, estimating expected stock volatility, estimating the expected term, estimating expected risk-free interest rates and determining illiquidity discount rates. If actual results differ significantly from these estimates and we materially change our estimates, stock-based compensation expense and our results of operations could be materially impacted.

We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the Code), commencing with our 1994 tax year. As a result, we are not subject to federal income taxes on the amount of our distributions, provided we distribute annually at least 90% of our taxable income to our stockholders and satisfy certain other requirements defined in the Code. Accordingly, no provision was made for federal income taxes in the accompanying consolidated financial statements.

Minimum rental income increased $928,000, or 7%, to $14,963,000 in 2006, compared to $14,035,000 in 2005. The increase was the result of an increase of $878,000 from the development and acquisition of six properties in 2005 and net rental increases of $50,000 from existing tenants.

Percentage rental income remained relatively constant at $27,000 in 2006 and $25,000 in 2005.

Operating Cost Reimbursements decreased $(63,000), or 4%, to $1,421,000 in 2006, compared to $1,484,000 in 2005. Operating cost reimbursements decreased due to the net decrease in property operating expenses as explained below.

Other income increased $12,000, to $29,000 in 2006, compared to $17,000 in 2005. The increase was the result of management fees earned by us during 2006.

Real estate taxes increased $30,000, or 3%, to $902,000 in 2006, compared to $872,000 in 2005. The increase is the result of general assessment adjustments.

Property operating expenses (shopping center maintenance, insurance and utilities) decreased $(164,000), or 15%, to $928,000 in 2006 compared to $1,092,000 in 2005. The decrease was the result of decreased snow removal costs of ($103,000); a decrease in shopping center maintenance costs of $(22,000); a decrease in utility costs of $(2,000); and a decrease in insurance costs of $(37,000) in 2006 versus 2005.

Land lease payments remained constant at $391,000 in 2006 and 2005.

General and administrative expenses increased by $319,000, or 18%, to $2,073,000 in 2006, compared to $1,754,000 in 2005. The increase was the result of increased compensation related expenses as a result of salary increases and the addition of employees of $222,000, increased professional fees and general taxes of $223,000; a decrease in contracted services to investigate Florida development opportunities of $(187,000) and increased property related expenses of $61,000. General and administrative expenses as a percentage of total rental income increased from 12.5% for 2005 to 13.8% for 2006.

Depreciation and amortization increased $112,000, or 5%, to $2,406,000 in 2006, compared to $2,294,000 in 2005. The increase was the result of the development and acquisition of six properties in 2005.

Interest expense increased $264,000, or 13%, to $2,292,000 in 2006, from $2,028,000 in 2005. The increase in interest expense resulted from increased borrowings to fund the development and acquisition of six properties in 2005, as well as overall interest rate increases.

Our income before minority interest and discontinued operations increased $318,000, or 4%, to $7,448,000 in 2006 from $7,130,000 in 2005 as a result of the foregoing factors.

Minimum rental income increased $447,000, or 6%, to $7,430,000 in 2006, compared to $6,983,000 in 2005. The increase was the result of an increase of $439,000 from the development and acquisition of six properties in 2005 and net rental increases of $9,000 from existing tenants.

Percentage rental income increased $7,000, to $13,000 in 2006 compared to $6,000 in 2005. The increase was the result of increased tenant sales.

Operating Cost Reimbursements decreased $21,000, or 3%, to $710,000 in 2006, compared to $731,000 in 2005. Operating cost reimbursements decreased due to the net decrease in property operating expenses as explained below.

Other income remained relatively constant at $14,000 in 2006 and $17,000 in 2005.

Real estate taxes increased $31,000, or 7%, to $462,000 in 2006, compared to $431,000 in 2005. The increase is the result of general assessment adjustments.

Property operating expenses (shopping center maintenance, insurance and utilities) decreased $91,000, or 19%, to $381,000 in 2006 compared to $472,000 in 2005. The decrease was the result of decreased snow removal costs of $(16,000); a decrease in shopping center maintenance costs of $(69,000); a decrease in utility costs of $(2,000); and a decrease in insurance costs of $(4,000) in 2006 versus 2005.

Land lease payments remained constant at $195,000 in 2006 and 2005.

General and administrative expenses increased by $188,000, or 23%, to $1,022,000 in 2006, compared to $834,000 in 2005. The increase was the result of increased compensation related expenses as a result of salary increases and the addition of employees of $96,000, increased general taxes of $75,000, decreased contracted services to investigate Florida development opportunities of $(48,000) and increased property related expenses of $65,000. General and administrative expenses as a percentage of total rental income increased from 11.9% for 2005 to 13.7% for 2006.

Depreciation and amortization increased $49,000, or 4%, to $1,204,000 in 2006, compared to $1,155,000 in 2005. The increase was the result of the development and acquisition of six properties in 2005.

Interest expense increased $165,000, or 17%, to $1,139,000 in 2006, from $974,000 in 2005. The increase in interest expense resulted from increased borrowings to fund the development and acquisition of six properties in 2005, as well as overall interest rate increases.

Our income before minority interest and discontinued operations increased $89,000, or 2%, to $3,765,000 in 2006 from $3,676,000 in 2005 as a result of the foregoing factors.

Our principal demands for liquidity are distributions to our stockholders, debt repayment, development of new properties and future property acquisitions.

During the quarter ended June 30, 2006, we declared a quarterly dividend of $.49 per share. The dividend was paid on July 13, 2006, to holders of record on June 30, 2006.

As of June 30, 2006, we had total mortgage indebtedness of $49,526,615 with a weighted average interest rate of 6.64%. Future scheduled annual maturities of mortgages payable for the years ending June 30 are as follows: 2007 — $2,448,858; 2008 — $2,669,808; 2009 — $2,841,953; 2010 - $3,035,713 and 2011 — $3,242,719. This mortgage debt is all fixed rate debt.

In addition, the operating partnership has in place a $50 million credit facility with LaSalle Bank, as the agent (Credit Facility), which we guarantee. The Credit Facility matures in November 2006 and can be extended at our option for an additional three years. During the three year extension period, we will have no further ability to borrow under this facility and will be required to repay a portion of the unpaid principal on a quarterly basis. 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 our option, 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 our properties which are not otherwise encumbered and properties to be acquired or developed. As of June 30, 2006 $12,000,000 was outstanding under the Credit Facility bearing a weighted average interest rate of 6.78%.

We also have in place a $5 million line of credit (Line of Credit), which matures in November, 2006 and which we expect to extend for an additional one year period. The Line of Credit bears interest at the lender’s prime rate less 50 basis points or 175 basis points in excess of the one-month LIBOR rate, at our option. The purpose of the Line of Credit is to provide us working capital and fund land options and start-up costs associated with new projects. As of June 30, 2006 $300,000 was outstanding under the line of credit with a weighted average interest rate of 7.50%.

The following table outlines our contractual obligations (in thousands) as of June 30, 2006.

We have one development project under construction that will add an additional 14,820 square feet of GLA to our portfolio. One project is expected to be completed during the third quarter of 2006. Additional funding required to complete the projects are estimated to be $1,400,000 and will come from the Credit Facility.

We intend to meet our 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. We believe that adequate cash flow will be available to fund our operations and pay dividends in accordance with REIT requirements. We may obtain additional funds for future development or acquisitions through other borrowings or the issuance of additional shares of common stock. We intend to incur additional debt in a manner consistent with our policy of maintaining a ratio of total debt (including construction and acquisition financing) to total market capitalization of 65% or less. We believe that these financing sources will enable us to generate funds sufficient to meet both our short-term and long-term capital needs.

We plan to begin construction of additional pre-leased developments and may acquire additional properties, which will initially be financed by the Credit Facility and Lien of Credit. We will periodically refinance short-term construction and acquisition financing with long-term debt and / or equity.

Our leases generally contain provisions designed to mitigate the adverse impact of inflation on net income. These provisions include clauses enabling us to pass through to tenants certain operating costs, including real estate taxes, common area maintenance, utilities and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. Certain of our leases contain clauses enabling us 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 us to seek increased rents upon re-lease at market rates if rents are below the then existing market rates.

We consider Funds from Operations (FFO) to be a useful supplemental measure to evaluate our operating performance because, by excluding gains or losses on dispositions and excluding depreciation, FFO can help an investor compare the operating performance of our real estate between periods or compare such performance to that of different companies. Management uses FFO as a supplemental measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income by itself as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictable over time. Since real estate values instead have historically risen or fallen with market conditions, management believes that the presentation of operating results for real estate companies that uses historical cost accounting is insufficient by itself.

FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (NAREIT) to mean net income computed in accordance with GAAP, excluding gains (or losses) from sales of property, plus real estate related depreciation and amortization. FFO should not be considered as an alternative to net income as the primary indicator of our operating performance or as an alternative to cash flow as a measure of liquidity. While we adhere to the NAREIT definition of FFO in making our calculation our method of calculating FFO may not be comparable to the methods used by other REITs and accordingly may be different from similarly titled measures reported by other companies.

The following tables illustrate the calculation of FFO for the six months and three months ended June 30, 2006 and 2005:

We are exposed to interest rate risk primarily through its borrowing activities. There is inherent roll over 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 our future financing requirements.

Our interest rate risk is monitored using a variety of techniques. The table below presents the principal payments (in thousands) and the weighted average interest rates on remaining debt, by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes.

The fair value (in thousands) is estimated at $49,500 and $12,300 for fixed rate debt and variable rate debt, respectively

The table above incorporates those exposures that exist as of June 30, 2006; it does not consider those exposures or position, which could arise after that date. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period and interest rates.

We do not enter into financial instruments transactions for trading or other speculative purposes or to manage interest rate exposure.

A 10% adverse change in interest rates on the portion of our debt bearing interest at variable rates would result in an increase in interest expense of approximately $84,000.

At December 31, 2005 management identified the following material weaknesses in our internal controls:

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), as of the end of the period covered by this report.

Based on this evaluation as of June 30, 2006, and due to the material weaknesses in our internal control over financial reporting as described above, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. There was no change in our internal control over financial reporting during the most recently completed fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Our audit committee has engaged independent third party consultants to perform periodic reviews of our financial reporting closing process.

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.