UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: October 28, 2005
AGREE REALTY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND
(State of other jurisdiction of (Commission File Number)
incorporation or organization) 1-12928
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31850 Northwestern Highway 38-3148187
Farmington Hills, MI 48334 (I.R.S. Employer
(Address of principal executive offices) identification No.)
(Registrant's telephone number, including area code) (248) 737-4190
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2 (b) under the
Exchange Act (17 CFR 240.14d-2 (b))
[ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the
Exchange Act (17 CFR 240.13e-4 (c))
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ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
Exhibit 99.1 - Press Release issued by Agree Realty Corporation, dated
October 28, 2005
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The information under this caption is furnished by Agree Realty
Corporation (the "Company") in accordance with Securities Exchange Commission
Release No. 33-8216. This information shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
On October 28, 2005, the Company issued a press release describing its
results of operations for the third quarter ended September 30, 2005. A copy of
the press release is attached as Exhibit 99.1 to this report. In the earnings
release, the Company used the non-GAAP financial measure of Funds from
Operations ("FFO"). A reconciliation of FFO to the comparable GAAP financial
measure (Net Income) is contained in the attached earnings release. Disclosure
regarding the definition of FFO used by the Company and why the Company's
management believes the presentation of FFO provides useful information to
investors is included in the Company's annual report on Form 10-K for the fiscal
year ended December 31, 2004.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AGREE REALTY CORPORATION
/s/ Kenneth R. Howe
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Vice President, Finance, Chief
Financial Officer
DATED: October 28, 2005
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release of Agree Realty Corporation dated October
28, 2005