UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2013
 
Commission File Number 1-12928
 
AGREE REALTY CORPORATION
(Exact name of Registrant as specified in its charter)
 
Maryland
 
38-3148187
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
31850 Northwestern Highway, Farmington Hills, Michigan  48334
(Address of Principal Executive Offices)
 
Registrant’s telephone number, including area code:  (248) 737-4190
 
Securities Registered Pursuant to Section 12(b) of the Act:
 
 
 
Name of Each Exchange
Title of Each Class
 
On Which Registered
Common Stock, $.0001 par value
 
New York Stock Exchange
 
Securities Registered Pursuant to Section 12(g) of the Act:  None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
 
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 x No ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No ¨
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large accelerated filer ¨        Accelerated filer x      Non-accelerated filer ¨      Smaller reporting company ¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
 
The aggregate market value of the Registrant’s shares of common stock held by non-affiliates was approximately $390,768,166 as of June 28, 2013, based on the closing price of $29.52 on the New York Stock Exchange on that date.
 
At February 28, 2014, there were 14,964,396 shares of common stock, $.0001 par value per share, outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the registrant’s definitive proxy statement for the annual stockholder meeting to be held in 2014 are incorporated by reference into Part III of this Annual Report on Form 10-K as noted herein.
 
 
 
AGREE REALTY CORPORATION
Index to Form 10-K
 
 
 
 
Page
PART I
 
 
 
 
Item 1:
Business
1
 
Item 1A:
Risk Factors
5
 
Item 1B:
Unresolved Staff Comments
15
 
Item 2:
Properties
15
 
Item 3:
Legal Proceedings
26
 
Item 4:
Mine Safety Disclosures
26
 
 
 
 
PART II
 
 
 
 
Item 5:
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
27
 
Item 6:
Selected Financial Data
28
 
Item 7:
Management’s Discussion and Analysis of Financial Condition and Results of Operations
29
 
Item 7A:
Quantitative and Qualitative Disclosure about Market Risk
38
 
Item 8:
Financial Statements and Supplementary Data
40
 
Item 9:
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
40
 
Item 9A:
Controls and Procedures
40
 
Item 9B:
Other Information
40
PART III
 
 
 
 
Item 10:
Directors, Executive Officers and Corporate Governance
41
 
Item 11:
Executive Compensation
41
 
Item 12:
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
41
 
Item 13:
Certain Relationships and Related Transactions, and Director Independence
41
 
Item 14:
Principal Accountant Fees and Services
41
 
 
 
 
PART IV
 
 
 
 
Item 15:
Exhibits and Financial Statement Schedules
42
 
 
 
 
SIGNATURES
43
 
 
 
CAUTIONARY NOTE REGARDING forward-LOOKING STATEMENTS
 
This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “will,” “seek,” “could,” “project,” or similar expressions. Forward-looking statements in this report include information about possible or assumed future events, including, among other things, discussion and analysis of our future financial condition, results of operations, our strategic plans and objectives, occupancy and leasing rates and trends, liquidity and ability to refinance our indebtedness as it matures, anticipated expenditures of capital, and other matters. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations, include but are not limited to: the global and national economic conditions and changes in general economic, financial and real estate market conditions; changes in our business strategy; risks that our acquisition and development projects will fail to perform as expected; the potential need to fund improvements or other capital expenditures out of operating cash flow; financing risks, such as the inability to obtain debt or equity financing on favorable terms or at all; the level and volatility of interest rates; our ability to re-lease space as leases expire; loss or bankruptcy of one or more of our major tenants; a failure of our properties to generate additional income to offset increases in operating expenses; our ability to maintain our qualification as real estate investment trust (“REIT”) for federal income tax purposes and the limitations imposed on our business by our status as a REIT; legislative or regulatory changes, including changes to laws governing REITs; and other factors discussed in Item 1A. “Risk Factors” and elsewhere in this report and in subsequent filings with the Securities and Exchange Commission (“SEC”). We caution you that any such statements are based on currently available operational, financial and competitive information, and that you should not place undue reliance on these forward-looking statements, which reflect our management’s opinion only as of the date on which they were made. Except as required by law, we disclaim any obligation to review or update these forward–looking statements to reflect events or circumstances as they occur.

PART I
 
Business
 
General
Agree Realty Corporation, a Maryland corporation, is a fully-integrated, self-administered and self-managed REIT. The terms “Registrant,” “Company,” “we,” “our” or “us” refer to Agree Realty Corporation and/or its majority owned operating partnership, Agree Limited Partnership (“Operating Partnership”), and/or its majority owned and controlled subsidiaries, including its taxable REIT subsidiaries (“TRSs”), as the context may require. Our assets are held by and all of our operations are conducted through, directly or indirectly, the Operating Partnership, of which we are the sole general partner and in which we held a 97.72% interest as of December 31, 2013. Under the partnership agreement of the Operating Partnership, we, as the sole general partner, have exclusive responsibility and discretion in the management and control of the Operating Partnership.
 
We are focused primarily on the ownership, development, acquisition and management of retail properties net leased to national tenants. We were incorporated in December 1993 to continue and expand the business founded in 1971 by our current Executive Chairman of the Board, Richard Agree. We specialize in acquiring and developing net leased retail properties for industry leading retail tenants. As of December 31, 2013, approximately 90% of our annualized base rent was derived from national tenants. As of December 31, 2013, approximately 47.8% of our annualized base rent was derived from our top five tenants.
 
 
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At December 31, 2013, our portfolio consisted of 130 properties, located in 33 states, containing an aggregate of approximately 3.7 million square feet of gross leasable area (“GLA”). As of December 31, 2013, our portfolio included 122 net leased properties and eight community shopping centers that were 98% leased with a weighted average lease term of approximately 11.7 years remaining. One community shopping center was classified as held for sale as of December 31, 2013, and subsequently sold in January 2014, and is not included in our property information. Substantially all of our net lease property tenants and the majority of our community shopping center tenants have net leases, which require the tenant to be responsible for property operating expenses including property taxes, insurance and maintenance. We believe this strategy provides a generally consistent source of income and cash for distributions. See Item 2. “Properties” for a summary of our developments and acquisitions in 2013, as well as other information regarding our tenants, leases and properties as of December 31, 2013.
 
We expect to continue to grow our asset base primarily through the development and acquisition of retail properties that are net leased on a long-term basis to industry leading retail tenants. Since our initial public offering in 1994, we have developed 60 of our 130 properties, including 52 of our 122 net lease properties and all eight of our community shopping centers. Since we commenced our acquisition program in 2010, we have acquired 62 assets for an aggregate purchase price of approximately $230,000,000. Going forward, we expect to continue to expand our tenant relationships and diversify our tenant base through both the development and acquisition of net leased properties.
 
Growth Strategy
Our growth strategy includes the development and acquisition of net leased retail properties.
 
Development. We believe that our development strategy produces superior risk adjusted returns. Our development process commences with the identification of land parcels that we believe are situated in an attractive retail location. The location must be in a concentrated retail corridor, have high traffic counts, good visibility and demographics compatible with the desires of a targeted retail tenant. After assessing site feasibility we propose long-term net leases that are executed prior to the development of the site.
 
Upon the execution of the lease, we acquire the land and pursue all necessary approvals to commence development. We direct all aspects of the development process, including land acquisition, due diligence, design, construction, lease negotiation and asset management.
Acquisitions. We strategically acquire net leased retail properties when we have determined that a potential acquisition target meets our return on investment criteria and such acquisition will diversify our rental income either by tenant, geographically or retail sector concentration. Since the commencement of our acquisition program in April 2010, we have acquired 62 net leased retail properties in 28 states and across 17 retail sectors.
 
Financing Strategy
As of December 31, 2013, our total mortgage debt was approximately $113.9 million with a weighted average maturity of 5.5 years. Including our mortgages that have been swapped to a fixed interest rate, our weighted average interest rate on mortgage debt was 4.4%.
 
Agree Limited Partnership (the “Operating Partnership”) has in place an $85,000,000 unsecured revolving credit facility (“Credit Facility”), which is guaranteed by the Company. Subject to customary conditions, at the Company’s option, total commitments under the Credit Facility may be increased up to an aggregate of $135,000,000. The Company intends to use borrowings under the Credit Facility for general corporate purposes, including working capital, development and acquisition activities, capital expenditures, repayment of indebtedness or other corporate activities. The Credit Facility matures on October 26, 2015, and may be extended, at the Company’s election, for two one-year terms to October 2017, subject to certain conditions. Borrowings under the Credit Facility bear interest at LIBOR plus a spread of 150 to 215 basis points, or the base rate, depending on the Company’s leverage ratio. As of December 31, 2013, $9,500,000 was outstanding under the Credit Facility bearing a weighted average interest rate of 3.75%, and $75,500,000 was available for borrowing (subject to customary conditions to borrowing).
 
In September 2013, the Operating Partnership entered into a $35,000,000 seven year unsecured term loan (“Unsecured Term Loan”), which is guaranteed by the Company. The Unsecured Term Loan includes an accordion feature providing the opportunity to borrow up to an additional $35,000,000 under the same loan agreement, subject to customary conditions. The Unsecured Term Loan matures on September 29, 2020. Borrowings under the Unsecured Term Loan bear interest at LIBOR plus a spread of 165 to 225 basis points depending on the Company’s leverage ratio. In conjunction with the closing of the loan, the Company entered into a seven year interest rate swap agreement resulting in a fixed interest rate of 3.85%, based on the spread then in effect. The Company used the proceeds from the Unsecured Term Loan to pay down amounts outstanding under the Credit Facility.
 
 
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We intend to maintain a ratio of total indebtedness (including construction and acquisition financing) to total market capitalization of 65% or less. At December 31, 2013, our ratio of indebtedness to total market capitalization assuming the conversion of limited partnership interests in the Operating Partnership (“OP units”), was approximately 26.4%.
 
We evaluate our borrowing policies on an on-going basis in light of current economic conditions, relative costs of debt and equity capital, market value of properties, growth and acquisition opportunities and other factors. There is no contractual limit or any limit in our organizational documents on our ratio of total indebtedness to total market capitalization, and accordingly, we may modify our borrowing policy and may increase or decrease our ratio of debt to total market capitalization without stockholder approval.
 
Asset Management
We maintain a proactive leasing and capital improvement program that, combined with the quality and locations of our properties, has made our properties attractive to tenants. We intend to continue to hold our properties for long-term investment and, accordingly, place a strong emphasis on the quality of construction and an on-going program of regular maintenance. Our properties are designed and built to require minimal capital improvements other than renovations or expansions paid for by tenants. At our eight community shopping center properties, we sub contract on site functions such as maintenance, landscaping, snow removal and sweeping. The cost of these functions is generally reimbursed by our tenants. Personnel from our corporate headquarters conduct regular inspections of each property and maintain regular contact with major tenants.
 
We have a management information system designed to provide management with the operating data necessary to make informed business decisions on a timely basis. This system provides us rapid access to lease data, tenants’ sales history, cash flow budgets and forecasts. Such a system enables us to maximize cash flow from operations and closely monitor corporate expenses.
 
Major Tenants
As of December 31, 2013, approximately 42% of our GLA was leased to Walgreen, CVS, Kmart, Wawa and Walmart and approximately 47.8% of our total annualized base rent was attributable to these tenants. At December 31, 2013, Walgreen occupied approximately 13% of our GLA and accounted for approximately 27.4% of our annualized base rent. At December 31, 2013, CVS occupied approximately 2% of our GLA and accounted for approximately 5.5% of our annualized base rent. At December 31, 2013, Kmart occupied approximately 18% of our GLA and accounted for approximately 5.3% of our annualized base rent. At December 31, 2013, Wawa occupied approximately 1% of our GLA and accounted for approximately 5.0% of our annualized base rent. At December 31, 2013, Walmart occupied approximately 8% of our GLA and accounted for approximately 4.6% of our annualized base rent. No other tenant accounted for more than 5% of annualized base rent in 2013. The loss of any of these tenants or a significant number of their stores, or the inability of any of them to pay rent, would have a material adverse effect on our business.
 
Tax Status
We believe that we have operated, and we intend to continue to operate, in a manner to qualify as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). In order to maintain our qualification as a REIT, we must, among other things, distribute at least 90% of our REIT taxable income and meet certain asset and income tests. Additionally, our charter limits ownership of our Company, directly or constructively, by any single person to 9.8% of the value of our outstanding common stock and preferred stock, subject to certain exceptions. As a REIT, we are not subject to federal income tax with respect to that portion of our income that meets certain criteria and is distributed annually to the stockholders.
 
We have established TRS entities pursuant to the provisions of the Internal Revenue Code. Our TRS entities are able to engage in activities resulting in income that would be nonqualifying income for a REIT. As a result, certain activities of our Company which occur within our TRS entities are subject to federal and state income taxes.
 
Competition
The U.S. commercial real estate investment market continues to be a highly competitive industry. We actively compete with many other entities engaged in the development, acquisition and operation of commercial properties. As such, we compete for a limited supply of properties and financing for these properties. Investors include large institutional investors, insurance companies, credit companies, pension funds, private individuals, investment companies and other REITs, many of which have greater financial and other resources than we do. There can be no assurance that we will be able to compete successfully with such entities in our development, acquisition and leasing activities in the future.
 
 
3

 
Potential Environmental Risks
Investments in real property create a potential for environmental liability on the part of the owner or operator of such real property. If hazardous substances are discovered on or emanating from a property, the owner or operator of the property may be held strictly liable for all costs and liabilities relating to such hazardous substances. We have obtained a Phase I environmental study (which involves inspection without soil sampling or ground water analysis) conducted by independent environmental consultants on each of our properties. Furthermore, we have adopted a policy of conducting a Phase I environmental study on each property we acquire and if necessary conducting additional investigation as warranted.
 
During 2013, we conducted Phase I environmental studies for the 18 properties that we acquired and one property that we purchased for development. In addition to the Phase I environmental study, we conducted additional investigation, including a Phase II environmental assessment, on one of the properties that we acquired and the property that we purchased for development. This additional investigation indicated no further action was required.
 
During 2012, we conducted Phase I environmental studies for the 25 properties that we acquired and the six properties that we developed. In addition to the Phase I environmental study, we conducted additional investigation, including a Phase II environmental assessment, on one of the properties that we acquired and two of the properties that we developed. This additional investigation indicated no further action was required.
 
In addition, we have no knowledge of any hazardous substances existing on any of our properties in violation of any applicable laws; however, no assurance can be given that such substances are not located on any of the properties. We carry no insurance coverage for the types of environmental risks described above.
 
We believe that we are in compliance, in all material respects, with all federal, state and local ordinances and regulations regarding hazardous or toxic substances. Furthermore, we have not been notified by any governmental authority of any noncompliance, liability or other claim in connection with any of the properties.
 
Employees
As of December 31, 2013, we employed 14 persons. Employee responsibilities include land acquisition, construction, management, leasing, acquisition sourcing and underwriting, property coordination, accounting and administrative functions for the properties. Our employees are not covered by a collective bargaining agreement, and we consider our employee relations to be satisfactory.
  
Financial Information About Industry Segments
We are in the business of development, acquisition and management of net leased properties and community shopping centers. We consider our activities to consist of a single industry segment. See the Consolidated Financial Statements and Notes thereto included in this Annual Report on Form 10-K.
 
Available Information
Our headquarters is located at 31850 Northwestern Highway, Farmington Hills, MI 48334 and our telephone number is (248) 737-4190. Our website address is www.agreerealty.com. Our reports electronically filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act can be accessed through this site, free of charge, as soon as reasonably practicable after we electronically file or furnish such reports. These filings are also available on the SEC’s website at www.sec.gov. Our website also contains copies of our corporate governance guidelines and code of business conduct and ethics as well as the charters of our audit, compensation and nominating and corporate governance committees. The information on our website is not part of this report.
 
 
4

 
Risk Factors
 
Risks Related to Our Business and Operations
 
Global economic and financial conditions may have a negative effect on our business and operations. 
While economic conditions in many of our markets have improved, any worsening of such conditions, including any disruption in the capital markets, could adversely affect our business and operations. Potential consequences of economic and financial conditions include:
 
 
·
 the financial condition of our tenants may be adversely affected, which may result in tenant defaults under the leases due to bankruptcy, lack of liquidity, operational failures or for other reasons;
· current or potential tenants may delay or postpone entering into long-term net leases with us which could lead to reduced demand for commercial real estate;
· the ability to borrow on terms and conditions that we find acceptable may be limited or unavailable, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from acquisition and development activities, reduce our ability to make cash distributions to our stockholders and increase our future interest expense;
· our ability to access the capital markets may be restricted at a time when we would like, or need, to access those markets, which could have an impact on our flexibility to react to changing economic and business conditions;
· the recognition of impairment charges on or reduced values of our properties, which may adversely affect our results of operations or limit our ability to dispose of assets at attractive prices and may reduce the availability of buyer financing; and
· one or more lenders under the Credit Facility could fail and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all.
 
We are also limited in our ability to reduce costs to offset the results of a prolonged or severe economic downturn given certain fixed costs and commitments associated with our operations. Such conditions could make it very difficult to forecast operating results, make business decisions and identify and address material business risks.
 
Single-tenant leases involve significant risks of tenant default. 
We focus our development and investment activities on ownership of real properties that are net leased to a single tenant. Therefore, the financial failure of, or other default in payment by, a single tenant under its lease is likely to cause a significant reduction in our operating cash flows from that property and a significant reduction in the value of the property, and could cause a significant reduction in our revenues and a significant impairment loss.  We may also experience difficulty or a significant delay in re-leasing such property.
 
Failure by any major tenant with leases in multiple locations to make rental payments to us, because of a deterioration of its financial condition or otherwise, would have a material adverse effect on us.
We derive substantially all of our revenue from tenants who lease space from us at our properties. Therefore, our ability to generate cash from operations is dependent on the rents that we are able to charge and collect from our tenants. At any time, our tenants may experience a downturn in their business that may significantly weaken their financial condition, particularly during periods of economic uncertainty.  As a result, our tenants may delay lease commencements, decline to extend or renew leases upon expiration, fail to make rental payments when due, close a number of stores or declare bankruptcy. Any of these actions could result in the termination of the tenant’s leases and the loss of rental income attributable to the terminated leases. In addition, lease terminations by a major tenant or a failure by that major tenant to occupy the premises could result in lease terminations or reductions in rent by other tenants in the same shopping centers under the terms of some leases. In that event, we may be unable to re-lease the vacated space at attractive rents or at all. The occurrence of any of the situations described above would have a material adverse effect on our results of operations and our financial condition. See “—We rely significantly on five major tenants, and therefore, are subject to tenant credit concentrations that make us more susceptible to adverse events with respect to those tenants,” below.
 
We rely significantly on five major tenants, and therefore, are subject to tenant credit concentrations that make us more susceptible to adverse events with respect to those tenants. 
As of December 31, 2013, we derived approximately 47.8% of our annualized base rent from five major tenants:
 
· Approximately 27.4% of our annualized base rent was from Walgreen;
· Approximately 5.5% of our annualized base rent was from CVS; and
· Approximately 5.3% of our annualized base rent was from Kmart; and
· Approximately 5.0% of our annualized base rent was from Wawa; and
· Approximately 4.6% of our annualized base rent was from Walmart Stores, Inc.
 
 
5

 
In the event of a default by any of these tenants under their leases, we may experience delays in enforcing our rights as lessor and may incur substantial costs in seeking to protect our investment. Any bankruptcy, insolvency or failure to make rental payments by, or any adverse change in the financial condition of, one or more of these tenants, or any other tenant to whom we may have a significant credit concentration now or in the future, would likely result in a material reduction of our cash flows and material losses to our company.
 
Bankruptcy laws will limit our remedies if a tenant becomes bankrupt and rejects the lease.
If a tenant becomes bankrupt or insolvent, that could diminish the income we receive from that tenant’s leases.  We may not be able to evict a tenant solely because of its bankruptcy.  On the other hand, a bankruptcy court might authorize the tenant to terminate its leasehold with us.  If that happens, our claim against the bankrupt tenant for unpaid future rent would be an unsecured prepetition claim subject to statutory limitations, and therefore such amounts received in bankruptcy are likely to be substantially less than the remaining rent we otherwise were owed under the leases.  In addition, any claim we have for unpaid past rent could be substantially less than the amount owed. 
 
Certain of our tenants at our community shopping centers have the right to terminate their leases if other tenants cease to occupy a property. 
In the event that certain tenants cease to occupy a property, although under most circumstances such a tenant would remain liable for its lease payments, such an action may result in certain other tenants at our community shopping centers having the right to terminate their leases at the affected property, which could adversely affect the future income from that property.  As of December 31, 2013, each of our community shopping centers had tenants with those provisions in their leases.
 
Our portfolio has limited geographic diversification, which makes us more susceptible to adverse events in these areas. 
Our properties are located throughout the United States and in particular, the State of Michigan (with 45 properties or 35.9% of our annualized base rent as of December 31, 2013).  An economic downturn or other adverse events or conditions such as terrorist attacks or natural disasters in these areas, or any other area where we may have significant concentration now or in the future, could result in a material reduction of our cash flows or material losses to our company.
 
Risks associated with our development and acquisition activities.
We intend to continue the development of new properties and to consider possible acquisitions of existing properties.  We anticipate that our new developments will be financed under the Credit Facility or other forms of construction financing that will result in a risk that permanent financing on newly developed projects might not be available or would be available only on disadvantageous terms. In addition, new project development is subject to a number of risks, including risks of construction delays or cost overruns that may increase anticipated project costs, and new project commencement risks such as receipt of zoning, occupancy and other required governmental permits and authorizations and the incurrence of development costs in connection with projects that are not pursued to completion.  If permanent debt or equity financing is not available on acceptable terms to finance new development or acquisitions undertaken without permanent financing, further development activities or acquisitions might be curtailed or cash available for distribution might be adversely affected.  Acquisitions entail risks that investments will fail to perform in accordance with expectations, as well as general investment risks associated with any new real estate investment.
 
Properties that we acquire or develop may be located in new markets where we may face risks associated with investing in an unfamiliar market.
We may acquire or develop properties in markets that are new to us. When we acquire or develop properties located in these markets, we may face risks associated with a lack of market knowledge or understanding of the local economy, forging new business relationships in the area and unfamiliarity with local government and permitting procedures.
 
We own certain of our properties subject to ground leases that expose us to the loss of such properties upon breach or termination of the ground leases and may limit our ability to sell these properties.
We own certain of our properties through leasehold interests in the land underlying the buildings and we may acquire additional buildings in the future that are subject to similar ground leases. As lessee under a ground lease, we are exposed to the possibility of losing the property upon termination, or an earlier breach by us, of the ground lease, which may have a material adverse effect on our business, financial condition and results of operations, our ability to make distributions to our stockholders and the trading price of our common stock. Our ground leases contain certain provisions that may limit our ability to sell certain of our properties. In order to assign or transfer our rights and obligations under certain of our ground leases, we generally must obtain the consent of the landlord which, in turn, could adversely impact the price realized from any such sale.
 
 
6

 
Joint venture investments will expose us to certain risks.
We may from time to time enter into joint venture transactions for portions of our existing or future real estate assets.  Investing in this manner subjects us to certain risks, among them the following:
 
· We may not exercise sole decision-making authority regarding the joint venture’s business and assets and, thus, we may not be able to take actions that we believe are in our company’s best interests.
· We may be required to accept liability for obligations of the joint venture (such as recourse carve-outs on mortgage loans) beyond our economic interest.
· Our returns on joint venture assets may be adversely affected if the assets are not held for the long-term.
 
The availability and timing of cash distributions is uncertain.
We expect to continue to pay quarterly distributions to our stockholders. However, we bear all expenses incurred by our operations, and our funds generated by operations, after deducting these expenses, may not be sufficient to cover desired levels of distributions to our stockholders. In addition, our board of directors, in its discretion, may retain any portion of such cash for working capital. We cannot assure our stockholders that sufficient funds will be available to pay distributions.
 
We depend on our key personnel. 
Our success depends to a significant degree upon the continued contributions of certain key personnel including, but not limited to, our executive officers, each of whom would be difficult to replace. If any of our key personnel were to cease employment with us, our operating results could suffer. Our ability to retain our executive officers or to attract suitable replacements should any members of the management group leave is dependent on the competitive nature of the employment market. The loss of services from key members of the management group or a limitation in their availability could adversely impact our future development or acquisition operations, our financial condition and cash flows. Further, such a loss could be negatively perceived in the capital markets. We have not obtained and do not expect to obtain key man life insurance on any of our key personnel.
 
We face significant competition. 
We face competition in seeking properties for acquisition and tenants who will lease space in these properties from insurance companies, credit companies, pension or private equity funds, private individuals, investment companies, other REITs and other industry participants, many of which have greater financial and other resources than we do.  There can be no assurance that we will be able to successfully compete with such entities in our development, acquisition and leasing activities in the future.
 
General Real Estate Risk
 
Our performance and value are subject to general economic conditions and risks associated with our real estate assets.
There are risks associated with owning and leasing real estate.  Although many of our leases contain terms that obligate the tenants to bear substantially all of the costs of operating our properties, investing in real estate involves a number of risks. Income from and the value of our properties may be adversely affected by:
 
· Changes in general or local economic conditions;
· The attractiveness of our properties to potential tenants;
· Changes in supply of or demand for similar or competing properties in an area;
· Bankruptcies, financial difficulties or lease defaults by our tenants;
· Changes in operating costs and expense and our ability to control rents;
· Our ability to lease properties at favorable rental rates;
· Our ability to sell a property when we desire to do so at a favorable price;
· Unanticipated changes in costs associated with known adverse environmental conditions or retained liabilities for such conditions;
· Changes in or increased costs of compliance with governmental rules, regulations and fiscal policies, including changes in tax, real estate, environmental and zoning laws, and our potential liability thereunder; and
· Unanticipated expenditures to comply with the Americans with Disabilities Act and other similar regulations.
 
 
7

 
Economic and financial market conditions have and may continue to exacerbate many of the foregoing risks.  If a tenant fails to perform on its lease covenants, that would not excuse us from meeting any mortgage debt obligation secured by the property and could require us to fund reserves in favor of our mortgage lenders, thereby reducing funds available for payment of cash dividends on our shares of common stock.
 
The fact that real estate investments are relatively illiquid may reduce economic returns to investors. 
We may desire to sell a property in the future because of changes in market conditions or poor tenant performance or to avail ourselves of other opportunities.  We may also be required to sell a property in the future to meet secured debt obligations or to avoid a secured debt loan default.  Real estate properties cannot always be sold quickly, and we cannot assure you that we could always obtain a favorable price.  We may be required to invest in the restoration or modification of a property before we can sell it. This lack of liquidity may limit our ability to vary our portfolio promptly in response to changes in economic or other conditions and, as a result, could adversely affect our financial condition, results of operations, cash flows and our ability to pay distributions on our common stock.
 
Our ability to renew leases or re-lease space on favorable terms as leases expire significantly affects our business. 
We are subject to the risks that, upon expiration of leases for space located in our properties, the premises may not be re-let or the terms of re-letting (including the cost of concessions to tenants) may be less favorable than current lease terms.  If a tenant does not renew its lease or if a tenant defaults on its lease obligations, there is no assurance we could obtain a substitute tenant on acceptable terms.  If we cannot obtain another tenant with comparable structural needs, we may be required to modify the property for a different use, which may involve a significant capital expenditure and a delay in re-leasing the property. Further, if we are unable to re-let promptly all or a substantial portion of our retail space or if the rental rates upon such re-letting were significantly lower than expected rates, our net income and ability to make expected distributions to stockholders would be adversely affected.  There can be no assurance that we will be able to retain tenants in any of our properties upon the expiration of their leases.
 
A property that incurs a vacancy could be difficult to sell or re-lease.
A property may incur a vacancy either by the continued default of a tenant under its lease or the expiration of one of our leases. Certain of our properties may be specifically suited to the particular needs of a tenant. We may have difficulty obtaining a new tenant for any vacant space we have in our properties. If the vacancy continues for a long period of time, we may suffer reduced revenues resulting in less cash available to be distributed to stockholders. In addition, the resale value of a property could be diminished because the market value of a particular property will depend principally upon the value of the leases of such property.
 
Potential liability for environmental contamination could result in substantial costs. 
Under federal, state and local environmental laws, we may be required to investigate and clean up any release of hazardous or toxic substances or petroleum products at our properties, regardless of our knowledge or actual responsibility, simply because of our current or past ownership or operation of the real estate.  If unidentified environmental problems arise, we may have to make substantial payments, which could adversely affect our cash flow and our ability to make distributions to our stockholders.  This potential liability results from the following:
 
· As owner we may have to pay for property damage and for investigation and clean-up costs incurred in connection with the contamination.
· The law may impose clean-up responsibility and liability regardless of whether the owner or operator knew of or caused the contamination.
· Even if more than one person is responsible for the contamination, each person who shares legal liability under environmental laws may be held responsible for all of the clean-up costs.
· Governmental entities and third parties may sue the owner or operator of a contaminated site for damages and costs.
 
 
8

 
These costs could be substantial and in extreme cases could exceed the value of the contaminated property.  The presence of hazardous substances or petroleum products or the failure to properly remediate contamination may adversely affect our ability to borrow against, sell or lease an affected property.  In addition, some environmental laws create liens on contaminated sites in favor of the government for damages and costs it incurs in connection with a contamination.
 
We own and may in the future acquire properties that will be operated as convenience stores and gas station facilities. The operation of convenience stores and gas station facilities at our properties will create additional environmental concerns. We require that the tenants who operate these facilities do so in material compliance with current laws and regulations.
 
A majority of our leases require our tenants to comply with environmental laws and to indemnify us against environmental liability arising from the operation of the properties. However, we could be subject to strict liability under environmental laws because we own the properties.  There is also a risk that tenants may not satisfy their environmental compliance and indemnification obligations under the leases.  Any of these events could substantially increase our cost of operations, require us to fund environmental indemnities in favor of our secured lenders and reduce our ability to service our secured debt and pay dividends to stockholders and any debt security interest payments.  Environmental problems at any properties could also put us in default under loans secured by those properties, as well as loans secured by unaffected properties.
 
Uninsured losses relating to real property may adversely affect our returns. 
Our leases generally require tenants to carry comprehensive liability and extended coverage insurance on our properties.  However, there are certain losses, including losses from environmental liabilities, terrorist acts or catastrophic acts of nature, that are not generally insured against or that are not generally fully insured against because it is not deemed economically feasible or prudent to do so.  If there is an uninsured loss or a loss in excess of insurance limits, we could lose both the revenues generated by the affected property and the capital we have invested in the property. In the event of a substantial unreimbursed loss, we would remain obligated to repay any mortgage indebtedness or other obligations related to the property.
 
Risks Related to Our Debt Financings
 
Leveraging our portfolio subjects us to increased risk of loss, including loss of properties in the event of a foreclosure. 
At December 31, 2013, our ratio of indebtedness to total market capitalization (assuming conversion of OP units) was approximately 26.4%.  The use of leverage presents an additional element of risk in the event that (1) the cash flow from lease payments on our properties is insufficient to meet debt obligations, (2) we are unable to refinance our debt obligations as necessary or on as favorable terms or (3) there is an increase in interest rates.  If a property is mortgaged to secure payment of indebtedness and we are unable to meet mortgage payments, the property could be foreclosed upon with a consequent loss of income and asset value to us.  Under the “cross-default” provisions contained in mortgages encumbering some of our properties, our default under a mortgage with a lender would result in our default under mortgages held by the same lender on other properties resulting in multiple foreclosures.
 
We intend to maintain a ratio of total indebtedness (including construction or acquisition financing) to total market capitalization of 65% or less.  Nevertheless, we may operate with debt levels which are in excess of 65% of total market capitalization for extended periods of time.  Our organization documents contain no limitation on the amount or percentage of indebtedness which we may incur.  Therefore, our board of directors, without a vote of the stockholders, could alter the general policy on borrowings at any time.  If our debt capitalization policy were changed, we could become more highly leveraged, resulting in an increase in debt service that could adversely affect our operating cash flow and our ability to make expected distributions to stockholders, and could result in an increased risk of default on our obligations.
 
Covenants in our credit agreements could limit our flexibility and adversely affect our financial condition.
The terms of the Credit Facility and other indebtedness require us to comply with a number of customary financial and other covenants. These covenants may limit our flexibility in our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness even if we have satisfied our payment obligations. The Credit Facility contains certain cross-default provisions which could be triggered in the event that we default on our other indebtedness. These cross-default provisions may require us to repay or restructure the Credit Facility in addition to any mortgage or other debt that is in default. If our properties were foreclosed upon, or if we are unable to refinance our indebtedness at maturity or meet our payment obligations, the amount of our distributable cash flows and our financial condition would be adversely affected.
 
 
9

 
Credit market developments may reduce availability under our credit agreements. 
There is risk that lenders, even those with strong balance sheets and sound lending practices, could fail or refuse to honor their legal commitments and obligations under existing credit commitments, including but not limited to: extending credit up to the maximum permitted by a credit facility, allowing access to additional credit features and/or honoring loan commitments. If our lender(s) fail to honor their legal commitments under our credit facilities, it could be difficult to replace our credit facilities on similar terms. The failure of any of the lenders under the Credit Facility may impact our ability to finance our operating or investing activities.
 
Our hedging strategies may not be successful in mitigating our risks associated with interest rates and could reduce the overall returns on your investment.
We use various derivative financial instruments to provide a level of protection against interest rate risks, but no hedging strategy can protect us completely. These instruments involve risks, such as the risk that the counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes and that a court could rule that such agreements are not legally enforceable. These instruments may also generate income that may not be treated as qualifying REIT income for purposes of the REIT income tests. In addition, the nature and timing of hedging transactions may influence the effectiveness of our hedging strategies. Poorly designed strategies or improperly executed transactions could actually increase our risk and losses. Moreover, hedging strategies involve transaction and other costs. We cannot assure you that our hedging strategy and the derivatives that we use will adequately offset the risk of interest rate volatility or that our hedging transactions will not result in losses that may reduce the overall return on your investment.
 
Risks Related to Our Corporate Structure
 
Our charter and Maryland law contain provisions that may delay, defer or prevent a change of control transaction.
Our charter contains a 9.8% ownership limit. Our charter, subject to certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT and to limit any person to actual or constructive ownership of no more than 9.8% of the value of our outstanding shares of common stock and preferred stock, except that the any member of the Agree-Rosenberg Group (as defined in our charter) (the “Agree-Rosenberg Group”) may own up to 24%. Our board of directors, in its sole discretion, may exempt, subject to the satisfaction of certain conditions, any person from the ownership limit. However, our board of directors may not grant an exemption from the ownership limit to any person whose ownership, direct or indirect, in excess of 9.8% of the value of our outstanding shares of common stock and preferred stock could jeopardize our status as a REIT. These restrictions on transferability and ownership will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT. The ownership limit may delay or impede, and we may use the ownership limit deliberately to delay or impede, a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.
 
We have a staggered board. Our directors are divided into three classes serving three-year staggered terms. The staggering of our board of directors may discourage offers for our company or make an acquisition more difficult, even when an acquisition is in the best interest of our stockholders.
 
We have a shareholder rights plan. Under the terms of this plan, we can in effect prevent a person or group from acquiring more than 15% of the outstanding shares of our common stock because, unless we approve of the acquisition, after the person acquires more than 15% of our outstanding common stock, all other stockholders will have the right to purchase securities from us at a price that is less than their then fair market value. This would substantially reduce the value and influence of the stock owned by the acquiring person. Our board of directors can prevent the plan from operating by approving the transaction in advance, which gives us significant power to approve or disapprove of the efforts of a person or group to acquire a large interest in our company.
 
We could issue stock without stockholder approval. Our board of directors could, without stockholder approval, issue authorized but unissued shares of our common stock or preferred stock. In addition, our board of directors could, without stockholder approval, classify or reclassify any unissued shares of our common stock or preferred stock and set the preferences, rights and other terms of such classified or reclassified shares. Our board of directors could establish a series of stock that could, depending on the terms of such series, delay, defer or prevent a transaction or change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.
 
 
10

 
Provisions of Maryland law may limit the ability of a third party to acquire control of our company. Certain provisions of Maryland law may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under certain circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then prevailing market price of such shares, including:
 
· “Business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the stockholder becomes an interested stockholder and thereafter would require the recommendation of our board of directors and impose special appraisal rights and special stockholder voting requirements on these combinations; and
 
· “Control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
 
The business combination statute permits various exemptions from its provisions, including business combinations that are approved or exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder.  Our board of directors has exempted from the business combination provisions of the Maryland General Corporation Law, or MGCL, any business combination with Mr. Richard Agree or any other person acting in concert or as a group with Mr. Richard Agree.
 
In addition, our bylaws contain a provision exempting from the control share acquisition statute any members of the Agree-Rosenberg Group, our other officers, our employees, any of the associates or affiliates of the foregoing and any other person acting in concert of as a group with any of the foregoing.
 
Additionally, Title 3, Subtitle 8 of the MGCL, permits our board of directors, without stockholder approval and regardless of what is currently provided in our charter or our bylaws, to implement takeover defenses. These provisions may have the effect of inhibiting a third party from making an acquisition proposal for our company or of delaying, deferring or preventing a change in control of our company under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then-current market price.
 
Our charter, our bylaws, the limited partnership agreement of our operating partnership and Maryland law also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.
 
Our board of directors can take many actions without stockholder approval.
Our board of directors has overall authority to oversee our operations and determine our major corporate policies. This authority includes significant flexibility. For example, our board of directors can do the following:
 
· Change our investment and financing policies and our policies with respect to certain other activities, including our growth, debt capitalization, distributions, REIT status and investment and operating policies;
· Within the limits provided in our charter, prevent the ownership, transfer and/or accumulation of shares in order to protect our status as a REIT or for any other reason deemed to be in the best interests of us and our stockholders;
· Issue additional shares without obtaining stockholder approval, which could dilute the ownership of our then-current stockholders;
· Classify or reclassify any unissued shares of our common stock or preferred stock and set the preferences, rights and other terms of such classified or reclassified shares, without obtaining stockholder approval;
 
 
11

 
· Employ and compensate affiliates;
· Direct our resources toward investments that do not ultimately appreciate over time;
· Change creditworthiness standards with respect to third-party tenants; and
· Determine that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.
 
Any of these actions could increase our operating expenses, impact our ability to make distributions or reduce the value of our assets without giving our stockholders the right to vote.
 
Future offerings of debt and equity may not be available to us or may adversely affect the market price of our common stock.
We expect to continue to increase our capital resources by making additional offerings of equity and debt securities in the future, which would include classes of preferred stock, common stock and senior or subordinated notes. Our ability to raise additional capital may be adversely impacted by market conditions, and we do not know if market conditions will continue to stabilize or improve. Future market dislocations could cause us to seek sources of potentially less attractive capital. All debt securities and other borrowings, as well as all classes of preferred stock, will be senior to our common stock in a liquidation of our company. Additional equity offerings could dilute our stockholders’ equity, and reduce the market price of shares of our common stock. In addition, we may issue preferred stock with a distribution preference that may limit our ability to make distributions on our common stock. Our ability to estimate the amount, timing or nature of additional offerings is limited as these factors will depend upon market conditions and other factors.
 
The market price of our stock may vary substantially.
The market price of our common stock could be volatile, and investors in our common stock may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. Among the market conditions that may affect the market price of our common stock are the following:
 
· Our financial condition and operating performance and the performance of other similar companies;
· Actual or anticipated variations in our quarterly results of operations;
· The extent of investor interest in our company, real estate generally or commercial real estate specifically;
· The reputation of REITs generally and the attractiveness of their equity securities in comparison to other equity securities, including securities issued by other real estate companies, and fixed income securities;
· Changes in expectations of future financial performance or changes in estimates of securities analysts;
· Fluctuations in stock market prices and volumes; and
· Announcements by us or our competitors of acquisitions, investments or strategic alliances.
 
An officer and director may have interests that conflict with the interests of stockholders.
An officer and member of our board of directors owns OP units in the Operating Partnership. This individual may have personal interests that conflict with the interests of our stockholders with respect to business decisions affecting us and the Operating Partnership, such as interests in the timing and pricing of property sales or refinancings in order to obtain favorable tax treatment. As a result, the effect of certain transactions on this unit holders may influence our decisions affecting these properties.
 
Federal Income Tax Risks
 
Complying with REIT requirements may cause us to forego otherwise attractive opportunities.
To qualify as a REIT for federal income tax purposes we must continually satisfy numerous income, asset and other tests, thus having to forego investments we might otherwise make and hindering our investment performance.
 
Failure to qualify as a REIT could adversely affect our operations and our ability to make distributions.
We will be subject to increased taxation if we fail to qualify as a REIT for federal income tax purposes.  Although we believe that we are organized and operate in such a manner so as to qualify as a REIT under the Internal Revenue Code, no assurance can be given that we will remain so qualified.  Qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for which there are only limited judicial or administrative interpretations.  The complexity of these provisions and applicable Treasury Regulations is also increased in the context of a REIT that holds its assets in partnership form.  The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT.  A REIT generally is not taxed at the corporate level on income it distributes to its stockholders, as long as it distributes annually at least 100% of its taxable income to its stockholders.  We have not requested and do not plan to request a ruling from the Internal Revenue Service that we qualify as a REIT.
 
 
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If we fail to qualify as a REIT, we will face tax consequences that will substantially reduce the funds available for payment of cash dividends:
· We would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and would be subject to federal income tax at regular corporate rates.
· We could be subject to the federal alternative minimum tax and possibly increased state and local taxes.
· Unless we are entitled to relief under statutory provisions, we could not elect to be treated as a REIT for four taxable years following the year in which we failed to qualify.
 
In addition, if we fail to qualify as a REIT, we will no longer be required to pay dividends (other than any mandatory dividends on any preferred shares we may offer).  As a result of these factors, our failure to qualify as a REIT could adversely affect the market price for our common stock.
 
Changes in tax laws may prevent us from maintaining our qualification as a REIT. 
As we have previously described, we intend to maintain our qualification as a REIT for federal income tax purposes. However, this intended qualification is based on the tax laws that are currently in effect. We are unable to predict any future changes in the tax laws that would adversely affect our status as a REIT. If there is a change in the tax laws that prevent us from qualifying as a REIT or that requires REITs generally to pay corporate level income taxes, we may not be able to make the same level of distributions to our stockholders.
 
An investment in our stock has various tax risks that could affect the value of your investment, including the treatment of distributions in excess of earnings and the inability to apply “passive losses” against distributions.
An investment in our stock has various tax risks. Distributions in excess of current and accumulated earnings and profits, to the extent that they exceed the adjusted basis of an investor’s stock, will be treated as long-term capital gain (or short-term capital gain if the shares have been held for less than one year). Any gain or loss realized upon a taxable disposition of shares by a stockholder who is not a dealer in securities will be treated as a long-term capital gain or loss if the shares have been held for more than one year, and otherwise will be treated as short-term capital gain or loss. Distributions that we properly designate as capital gain distributions will be treated as taxable to stockholders as gains (to the extent that they do not exceed our actual net capital gain for the taxable year) from the sale or disposition of a capital asset held for greater than one year. Distributions we make and gain arising from the sale or exchange by a stockholder of shares of our stock will not be treated as passive income, meaning stockholders generally will not be able to apply any “passive losses” against such income or gain.
 
Excessive non-real estate asset values may jeopardize our REIT status. 
In order to qualify as a REIT, at least 75% of the value of our assets must consist of investments in real estate, investments in other REITs, cash and cash equivalents, and government securities. Therefore, the value of any properties we own that are not considered real estate assets for federal income tax purposes must represent in the aggregate less than 25% of our total assets. In addition, under federal income tax law, we may not own securities in any one issuer (other than a REIT, a qualified REIT subsidiary or a TRS) which represent in excess of 10% of the voting securities or 10% of the value of all securities of any one issuer, or which have, in the aggregate, a value in excess of 5% of our total assets, and we may not own securities of one or more TRSs which have, in the aggregate, a value in excess of 25% of our total assets.  We may invest in securities of another REIT, and our investment may represent in excess of 10% of the voting securities or 10% of the value of the securities of the other REIT. If the other REIT were to lose its REIT status during a taxable year in which our investment represented in excess of 10% of the voting securities or 10% of the value of the securities of the other REIT as of the close of a calendar quarter, we may lose our REIT status.
 
Compliance with the asset tests is determined at the end of each calendar quarter. Subject to certain mitigation provisions, if we fail to meet any such test at the end of any calendar quarter, we will cease to qualify as a REIT.
 
We may have to borrow funds or sell assets to meet our distribution requirements. 
Subject to some adjustments that are unique to REITs, a REIT generally must distribute 90% of its taxable income. For the purpose of determining taxable income, we may be required to accrue interest, rent and other items treated as earned for tax purposes but that we have not yet received. In addition, we may be required not to accrue as expenses for tax purposes some items which actually have been paid, including, for example, payments of principal on our debt, or some of our deductions might be disallowed by the Internal Revenue Service. As a result, we could have taxable income in excess of cash available for distribution. If this occurs, we may have to borrow funds or liquidate some of our assets in order to meet the distribution requirement applicable to a REIT.
 
 
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Future distributions may include a significant portion as a return of capital.
Our distributions may exceed the amount of our income as a REIT. If so, the excess distributions will be treated as a return of capital to the extent of the stockholder’s basis in our stock, and the stockholder’s basis in our stock will be reduced by such amount. To the extent distributions exceed a stockholder’s basis in our stock; the stockholder will recognize capital gain, assuming the stock is held as a capital asset.
 
Our ownership of and relationship with our TRSs will be limited, and a failure to comply with the limits would jeopardize our REIT status and may result in the application of a 100% excise tax.
A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying income if earned directly by the parent REIT. Overall, no more than 25% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs. A TRS will typically pay federal, state and local income tax at regular corporate rates on any income that it earns. In addition, the TRS rules impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. Our TRSs will pay federal, state and local income tax on their taxable income, and their after-tax net income will be available for distribution to us but will not be required to be distributed to us. There can be no assurance that we will be able to comply with the 25% limitation discussed above or to avoid application of the 100% excise tax discussed above.
 
Liquidation of our assets may jeopardize our REIT qualification.
To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. If we are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any gain if we sell assets in transactions that are considered to be “prohibited transactions,” which are explained in the risk factor below.
 
We may be subject to other tax liabilities even if we qualify as a REIT.
Even if we qualify as a REIT for federal income tax purposes, we will be required to pay certain federal, state and local taxes on our income and property. For example, we will be subject to income tax to the extent we distribute less than 100% of our REIT taxable income (including capital gains). Additionally, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which dividends paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. Moreover, if we have net income from “prohibited transactions,” that income will be subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. While we will undertake sales of assets if those assets become inconsistent with our long-term strategic or return objectives, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that the Internal Revenue Service would not contend otherwise. The need to avoid prohibited transactions could cause us to forego or defer sales of properties that might otherwise be in our best interest to sell.
 
In addition, any net taxable income earned directly by our TRSs, or through entities that are disregarded for federal income tax purposes as entities separate from our TRSs, will be subject to federal and possibly state corporate income tax. To the extent that we and our affiliates are required to pay federal, state and local taxes, we will have less cash available for distributions to our stockholders.
 
Dividends payable by REITs do not qualify for the reduced tax rates on dividend income from regular corporations.
The maximum tax rate for dividends payable to domestic stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, are generally not eligible for the reduced rates. The more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including our stock.
 
 
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Our ownership limit contained in our charter may be ineffective to preserve our REIT status.
In order for us to qualify as a REIT for each taxable year, no more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals during the last half of any calendar year (the “5/50 Rule”). Individuals for this purpose include natural persons, private foundations, some employee benefit plans and trusts, and some charitable trusts. In order to preserve our REIT qualification, our charter generally prohibits (i) any member of the Agree-Rosenberg Group from directly or indirectly owning more than 24% of the value of our outstanding stock and (ii) any other person from directly or indirectly owning more than 9.8% of the value of our outstanding common stock and preferred stock, subject to certain exceptions. Because of the way our ownership limit is written, including because the limit on persons other than a member of the Agree-Rosenberg Group is not less than 9.8%, our charter limitation may be ineffective to ensure that we do not violate the 5/50 Rule.
 
Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
The REIT provisions of the Internal Revenue Code substantially limit our ability to hedge our liabilities. Any income from a hedging transaction we enter into to manage risk of interest rate changes, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets does not constitute qualifying income for purposes of income tests that apply to us as a REIT. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of the income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in our TRSs will generally not provide any tax benefit, except for being carried forward against future taxable income in the TRSs.
 
Unresolved Staff Comments
 
There are no unresolved staff comments.
 
Properties
 
Our properties consist of 122 net leased retail properties and eight community shopping centers that, as of December 31, 2013, were 98% leased, with a weighted average lease term of 11.7 years. One community shopping center was classified as held for sale as of December 31, 2013, and subsequently sold in January 2014, and is not included in our property information. Approximately 90% of our annualized base rent was attributable to national retailers. Among these national retailers are Walgreen, CVS, Kmart, and Walmart, which, at December 31, 2013, collectively represented approximately 42.8% of our annualized base rent. A majority of our properties were built for or are leased to national tenants who require a high quality location with strong retail characteristics. We developed 52 of our 122 net leased retail properties and all eight of our community shopping centers. See Note 5 to the Consolidated Financial Statements included herein for information regarding mortgage debt and other debt related to our properties.
 
A substantial portion of our income consists of base rent received under net leases. These leases require the payment of fixed base rentals monthly in advance and for the payment by tenants of a pro rata share of the real estate taxes, insurance, utilities and common area maintenance of the property or shopping center, as well as payment to us of a percentage of the tenant’s sales. In addition, some of our leases require us to make capital repairs, as needed.
  
 
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Development and Acquisition Summary
 
During 2013 and 2012, we completed the following developments and redevelopments:
 
 
 
 
 
 
 
 
 
 
 
Cost Per
 
 
 
 
 
 
 
 
 
 
 
Square
 
Tenant(s)
 
Sector
 
Location
 
Cost (1)
 
 
Foot
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
Walgreen
 
Pharmacy
 
Rancho Cordova, California
 
$
7.1
million
 
$
490
 
Wawa
 
Gas & Convenience Store
 
Kissimmee, Florida
 
$
2.4
million
 
$
430
 
Wawa
 
Gas & Convenience Store
 
Pinellas Park, Florida
 
$
3.5
million
 
$
621
 
Wawa
 
Gas & Convenience Store
 
Casselberry, Florida
 
$
2.6
million
 
$
424
 
Walgreen
 
Pharmacy
 
Ann Arbor, Michigan
 
$
7.6
million
 
$
428
 
Hobby Lobby (2)
 
Specialty Retail
 
Grand Forks, North Dakota
 
$
3.8
million
 
$
102
 
HomeGoods
 
Specialty Retail
 
Monroeville, Pennsylvania
 
$
1.4
million
 
$
49
 
 
 
 
 
 
 
 
 
 
 
 
Cost Per
 
 
 
 
 
 
 
 
 
 
 
Square
 
Tenant(s)
 
Sector
 
Location
 
Cost (1)
 
 
Foot
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
McDonald's
 
Quick Service Restaurant
 
Southfield, Michigan
 
$
1.2
million
 
 
(3)
 
Miner's Super One Foods
 
Grocery
 
Ironwood, Michigan
 
$
1.2
million
 
$
188
 
Chase
 
Financial Institutions
 
Venice, Florida
 
$
1.3
million
 
 
(3)
 
 
(1) 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. Leasing costs associated with the lease up of development properties are not included in development costs. See Note 2 to our Consolidated Financial Statements.
(2) Costs of approximately $1,800,000 had not yet been incurred related to this project as of December 31, 2013, but are included in the cost per square foot.
(3) Represents land cost. Tenant built the improvements under the terms of the ground lease.
  
 
16

 
During 2013 and 2012, we completed the following acquisitions:
 
Tenant(s)
 
Sector
 
Location
 
Cost
 
2013
 
 
 
 
 
 
 
 
 
 
Dick's Sporting Goods
 
Sporting Goods
 
St Joseph, Missouri
 
$
6.7
 
million
 
PetSmart
 
Specialty Retail
 
St Joseph, Missouri
 
 
1.9
 
million
 
Dollar General Market
 
Grocery
 
Statham, Georgia
 
 
4.1
 
million
 
AutoZone
 
Auto Parts
 
North Las Vegas, Nevada
 
 
1.0
 
million
 
Family Dollar
 
Dollar Stores
 
Memphis, Tennessee
 
 
1.4
 
million
 
Starbucks
 
Quick Service Restaurant
 
Manchester, Connecticut
 
 
1.4
 
million
 
PetSmart
 
Specialty Retail
 
Rapid City, North Dakota
 
 
4.0
 
million
 
AutoZone
 
Auto Parts
 
Chicago, Illinois
 
 
1.0
 
million
 
Sam's Club
 
Big Box/Discount
 
Brooklyn, Ohio
 
 
21.5
 
million
 
Tractor Supply
 
Specialty Retail
 
Madisonville, Texas
 
 
1.2
 
million
 
Mattress Firm
 
Specialty Retail
 
Baton Rouge, Louisiana
 
 
1.6
 
million
 
Tractor Supply (1)
 
Specialty Retail
 
Forest, Mississippi
 
 
1.1
 
million
 
AutoZone
 
Auto Parts
 
Sun Valley, Nevada
 
 
2.0
 
million
 
LA Fitness
 
Health and Fitness
 
Rochester, New York
 
 
10.3
 
million
 
BJ's Wholesale
 
Big Box/Discount
 
Allentown, Pennsylvania
 
 
10.5
 
million
 
Waffle House
 
Casual Dining
 
Allentown, Pennsylvania
 
 
0.4
 
million
 
Just Tires
 
Auto Service
 
Berwyn, Illinois
 
 
1.2
 
million
 
Mattress Firm
 
Specialty Retail
 
Joplin, Missouri
 
 
2.5
 
million
 
 
 
 
 
 
 
 
 
 
 
 
2012
 
 
 
 
 
 
 
 
 
 
National Tire & Battery
 
Auto Service
 
Madison, Alabama
 
$
2.3
 
million
 
Chase
 
Financial Institutions
 
Macomb, Michigan
 
 
2.3
 
million
 
Advance Auto Parts
 
Auto Parts
 
Walker, Michigan
 
 
1.4
 
million
 
Lowe's Home Improvement
 
Home Improvement
 
Portland, Oregon
 
 
14.1
 
million
 
Jared, The Galleria of Jewelry (1)
 
Specialty Retail
 
Baton Rouge, Louisiana
 
 
1.8
 
million
 
Dollar General Market
 
Grocery
 
Cochran, Georgia
 
 
3.1
 
million
 
Walgreen
 
Pharmacy
 
Ann Arbor, Michigan
 
 
2.9
 
million
 
Wawa Portfolio
 
Gas & Convenience Store
 
Newark, Delaware
 
 
14.2
 
million
 
 
 
 
 
Clifton Heights, Pennsylvania
 
 
 
 
 
 
 
 
 
 
Vineland, New Jersey
 
 
 
 
 
 
Goodyear
 
Auto Service
 
Fort Mill, South Carolina
 
 
2.4
 
million
 
Family Dollar
 
Dollar Stores
 
Spartanburg, South Carolina
 
 
1.2
 
million
 
AutoZone
 
Auto Parts
 
Springfield, Illinois
 
 
0.9
 
million
 
USAA/US Cellular
 
Financial Institutions
 
Jacksonville, North Carolina
 
 
3.1
 
million
 
Mattress Firm
 
Specialty Retail
 
Morrow, Georgia
 
 
1.9
 
million
 
Harris Teeter
 
Grocery
 
Charlotte, North Carolina
 
 
2.9
 
million
 
Dollar General Market
 
Grocery
 
Lyons, Georgia
 
 
2.2
 
million
 
Big Lots
 
Big Box/Discount
 
Fuquay-Varina, North Carolina
 
 
3.1
 
million
 
AutoZone
 
Auto Parts
 
Minneapolis, Minnesota
 
 
1.8
 
million
 
LA Fitness
 
Health & Fitness
 
Lake Zurich, Illinois
 
 
9.8
 
million
 
Advance Auto Parts
 
Auto Parts
 
Lebanon, Virginia
 
 
1.0
 
million
 
Applebee's Portfolio (4 properties)
 
Casual Dining
 
Harlingen, Texas
 
 
9.1
 
million
 
 
 
 
 
Wichita Falls, Texas
 
 
 
 
 
 
 
 
 
 
Pensacola, Florida (two properties)
 
 
 
 
 
 
(1)           Property subject to a long-term ground lease where a third party owns the underlying land and has leased the property to us.
 
The weighted average capitalization rate for the 2013 acquisitions was 8.0%. The weighted average capitalization rate for these net leased properties was calculated by dividing the annual property net operating income by the purchase price. Property net operating income is defined as the straight-line rent for the base term of the lease from each property less any property level expense (if any) that is not recoverable from the tenant.
 
 
17

 
The weighted average capitalization rate for the 2012 acquisitions was 8.6%. The weighted average capitalization rate for these net leased properties was calculated by dividing the annual property net operating income by the purchase price. Property net operating income is defined as the straight-line rent for the base term of the lease less any property level expense (if any) that is not recoverable from the tenant.
 
During 2013 and 2012, we completed the following dispositions:
 
Tenant(s)
 
Sector
 
Location
 
Sales Price
 
2013
 
 
 
 
 
 
 
 
 
 
Walgreen
 
Pharmacy
 
Ypsilanti, Michigan
 
$
5.5
 
million
 
 
 
 
 
 
 
 
 
 
 
 
2012
 
 
 
 
 
 
 
 
 
 
Former Borders
 
Office
 
Ann Arbor, Michigan
 
$
0.6
 
million
 
Former Borders
 
Book Store
 
Omaha, Nebraska
 
 
2.7
 
million
 
Former Borders
 
Book Store
 
Columbus, Ohio
 
 
1.7
 
million
 
Charlevoix Commons
 
Shopping Center
 
Charlevoix, Michigan
 
 
3.4
 
million
 
Plymouth Commons
 
Shopping Center
 
Plymouth, Wisconsin
 
 
3.7
 
million
 
Shawano Plaza
 
Shopping Center
 
Shawano, Wisconsin
 
 
3.8
 
million
 
 
Major Tenants
 
The following table sets forth certain information with respect to our major tenants:
 
 
 
 
 
 
 
Percent of Total
 
 
 
 
 
Annualized Base
 
Annualized Base
 
 
 
Number of
 
 Rent as of
 
Rent as of
 
Tenant
 
Leases
 
December 31, 2013
 
December 31, 2013
 
Walgreen
 
32
 
$
12,362,304
 
27.4
%
CVS Caremark
 
6
 
 
2,463,490
 
5.5
%
Kmart
 
8
 
 
2,386,344
 
5.3
%
Wawa, Inc.
 
7
 
 
2,250,182
 
5.0
%
Walmart Stores, Inc.
 
2
 
 
2,093,931
 
4.6
%
 
 
 
 
 
 
 
 
 
Total
 
55
 
$
21,556,251
 
47.8
%
 
Walgreen is a leader of the U.S. chain drugstore industry and trades on the New York Stock Exchange (“NYSE”) under the symbol “WAG”. Walgreen operated 8,582 locations in 50 states, the District of Columbia, Puerto Rico and Guam. For its fiscal year ended August 31, 2013, Walgreen had total assets of approximately $35.5 billion, annual net sales of $72.2 billion, annual net income of $2.5 billion, and stockholders’ equity of $19.5 billion.
 
CVS is a leading pharmacy provider in the United States and trades on the NYSE under the symbol “CVS”. As of December 31, 2013, CVS operated over 7,717 retail stores in 46 states, the District of Columbia and Puerto Rico. For its fiscal year ended December 31, 2013, CVS had net revenues of $126.8 billion, its annual net income was $4.6 billion and it had shareholders’ equity of $37.9 billion.
 
Kmart is a wholly-owned subsidiary of Sears, which trades on the Nasdaq stock market under the symbol “SHLD”. Kmart is a mass merchandising company that offers customers quality products through a portfolio of brands and labels. As of November 2, 2013, Kmart operated approximately 1,183 stores across 49 states, Guam, Puerto Rico and the U.S. Virgin Islands. As of November 2, 2013, Sears had total assets of $20.2 billion, total liabilities of $17.9 billion and stockholders’ equity of $2.3 billion. All of our Kmart properties are in the traditional Kmart format and these Kmart properties average 85,000 square feet per property.
 
 
18

 
Wawa, Inc. is a chain of over 630 convenience stores located in Pennsylvania, New Jersey, Delaware, Maryland, Virginia and Florida. Wawa, Inc. is privately held and all stores are company owned and operated.
 
Wal-Mart Stores, Inc. is a leader in retail operating more than 10,900 retail units through numerous names and banners and trades on the NYSE under the symbol “WMT”. For its fiscal year ended January 31, 2014, Walmart had net revenues of $473.1 billion, its annual net income was $16 billion and it had equity of $81.3 billion.
 
The financial information set forth above with respect to Walgreen, CVS, Kmart, Wawa and Walmart was derived from the annual reports on Form 10-K filed by Walgreen and CVS with the SEC with respect to their 2013 fiscal year, the quarterly report on Form 10-Q filed by Sears Holdings Corporation with the SEC with respect to the third quarter of 2013, and Form 8-K filed by Wal-Mart Stores, Inc. on February 20, 2014. Additional information regarding Walgreen, CVS, Kmart or Walmart may be found in their respective public filings. These filings can be accessed at www.sec.gov. We are unable to confirm, and make no representations with respect to, the accuracy of these reports and therefore you should not place undue reliance on such information as it pertains to our operations.
 
 
19

 
Location of Properties in the Portfolio
The following table presents information about our properties as of December 31, 2013.
 
 
 
 
 
 
 
Percent of GLA
 
 
 
Number of
 
Total GLA
 
Leased on
 
State
 
Properties
 
(Sq. Feet)
 
December 31, 2013
 
Alabama
 
1
 
6,000
 
100
%
Arizona
 
1
 
6,228
 
100
%
California
 
2
 
30,341
 
100
%
Connecticut
 
2
 
11,687
 
100
%
Delaware
 
1
 
5,599
 
100
%
Florida
 
15
 
442,446
 
100
%
Georgia
 
6
 
93,580
 
100
%
Illinois
 
9
 
129,915
 
97
%
Indiana
 
2
 
15,844
 
100
%
Kansas
 
4
 
72,049
 
100
%
Kentucky
 
1
 
116,212
 
100
%
Louisiana
 
2
 
11,588
 
100
%
Maryland
 
1
 
4,800
 
100
%
Michigan
 
45
 
1,432,391
 
97
%
Minnesota
 
1
 
5,400
 
100
%
Mississippi
 
1
 
24,708
 
100
%
Missouri
 
3
 
63,342
 
100
%
Nebraska
 
1
 
6,500
 
100
%
Nevada
 
2
 
12,826
 
100
%
New Jersey
 
2
 
15,721
 
100
%
New York
 
3
 
72,626
 
100
%
North Carolina
 
5
 
230,630
 
100
%
North Dakota
 
1
 
55,000
 
100
%
Ohio
 
2
 
160,996
 
100
%
Oregon
 
1
 
133,850
 
100
%
Pennsylvania
 
5
 
154,014
 
100
%
South Carolina
 
2
 
15,880
 
100
%
South Dakota
 
1
 
20,535
 
100
%
Tenessee
 
1
 
8,320
 
100
%
Texas
 
4
 
38,406
 
100
%
Utah
 
1
 
88,926
 
100
%
Virginia
 
1
 
7,000
 
100
%
Wisconsin
 
1
 
168,311
 
92
%
 
 
 
 
 
 
 
 
Total
 
130
 
3,661,671
 
98
%
 
 
 
20

 
Lease Expirations
The following table shows lease expirations for our community shopping centers and net leased retail properties, assuming that none of the tenants exercise renewal options.
 
 
 
 
 
December 31, 2013
 
 
Number of
 
Gross Leasable Area
 
 
Annualized Base Rent
 
Expiration
 
Leases
 
Square
 
Percent of
 
 
 
 
Percent
 
 
Average Per
 
Year
 
Expiring
 
Footage
 
Total
 
 
Amount
 
of Total
 
 
Square Foot
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2014
 
12
 
269,017
 
7.6
%
 
$
1,271,287
 
2.8
%
 
$
4.73
 
2015
 
20
 
408,548
 
11.5
%
 
 
2,115,763
 
4.7
%
 
 
5.18
 
2016
 
15
 
105,941
 
3.0
%
 
 
1,019,523
 
2.3
%
 
 
9.62
 
2017
 
11
 
90,499
 
2.5
%
 
 
1,681,348
 
3.7
%
 
 
18.58
 
2018
 
15
 
310,792
 
8.7
%
 
 
2,197,837
 
4.9
%
 
 
7.07
 
2019
 
13
 
258,741
 
7.3
%
 
 
3,515,770
 
7.8
%
 
 
13.59
 
2020
 
7
 
140,371
 
3.9
%
 
 
1,326,108
 
2.9
%
 
 
9.45
 
2021
 
10
 
154,386
 
4.3
%
 
 
3,268,729
 
7.3
%
 
 
21.17
 
2022
 
9
 
203,409
 
5.7
%
 
 
1,839,417
 
4.1
%
 
 
9.04
 
2023
 
12
 
181,622
 
5.1
%
 
 
2,020,346
 
4.5
%
 
 
11.12
 
Thereafter
 
72
 
1,439,464
 
40.4
%
 
 
24,813,146
 
55.0
%
 
 
17.24
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
196
 
3,562,790
 
100.0
%
 
$
45,069,274
 
100.0
%
 
$
12.65
 
 
We have made preliminary contact with the 12 tenants whose leases expire in 2014. Of those tenants, two tenants have extended their lease term, five tenants’ leases will terminate, and five tenants have leases expiring in 2014. We expect those five tenants to extend their leases or enter into lease extensions at rates similar to the expiring leases.
 
During the year ended December 31, 2013, we leased or re-leased, including option exercises, 268,128 square feet of space, for a total annualized base rent of approximately $1.1 million. During that period, total tenant improvements for such leases were $1,488,000 and total leasing commissions were $18,000. Annualized base rent under such leases were $3.98 per square foot, or 11.1% higher than under leases expiring in 2013.
 
Annualized Base Rent of our Properties
The following table sets forth annualized base rent as of December 31, 2013 for each type of retail tenant:
 
 
 
 
 
Percent of Total
 
 
 
Annualized Base
Rent as of
 
Annualized Base
Rent as of
 
Type of Tenant
 
December 31, 2013
 
December 31, 2013
 
National (1)
 
$
40,605,319
 
90
%
Regional (2)
 
 
3,241,848
 
7
%
Local
 
 
1,222,107
 
3
%
 
 
 
 
 
 
 
Total
 
$
45,069,274
 
100
%
 
(1)
 Includes national tenants such as: Advance Auto, Applebee’s, AT&T, AutoZone, Best Buy, BJ’s Wholesale, CVS, Dick’s Sporting Goods, Dollar General Market, Dollar Tree, Family Dollar, GNC Group, Goodyear, Jo Ann Fabrics, JP Morgan Chase, Kmart, Kohl’s, LA Fitness, Lowe’s, Mattress Firm, McDonalds, Payless Shoes, PetSmart, PNC Bank, Rite Aid, Staples, Starbucks, Sterling Jewelers, TGI Friday’s, Tractor Supply, Walgreen, and Walmart.
(2) Includes regional tenants such as: Beall’s Department Stores, Dunham’s Sports, Harris Teeter, Meijer, and Wawa.
 
 
21

 
The following table sets forth annualized base rent as of December 31, 2013 for our top ten tenants:
 
Tenant
 
Annualized Base Rent
 
Percent of Total Base Rent
 
Walgreen
 
$
12,362,304
 
 
27.4
%
CVS
 
 
2,463,490
 
 
5.5
%
Kmart
 
 
2,386,344
 
 
5.3
%
Wawa
 
 
2,250,182
 
 
5.0
%
Wal-Mart
 
 
2,093,931
 
 
4.6
%
Rite Aid
 
 
1,962,135
 
 
4.4
%
Lowe's
 
 
1,846,476
 
 
4.1
%
LA Fitness
 
 
1,692,841
 
 
3.8
%
Kohl's
 
 
1,179,650
 
 
2.6
%
Dick's Sporting Goods
 
 
1,087,982
 
 
2.4
%
Total
 
$
29,325,335
 
 
65.1
%
 
Net Lease Properties
Our net lease properties provided $38,640,000, or approximately 86%, of our annualized base rent as of December 31, 2013. These properties contain, in the aggregate, 2,480,420 square feet of GLA or approximately 68% of our total GLA as of December 31, 2013. Of our 122 operating net lease properties, 52 were developed by us. Our net lease properties had a weighted average remaining lease term of 13.0 years as of December 31, 2013.
 
 
22

 
The following table sets forth more information about our net lease properties as of December 31, 2013.
 
 
 
 
 
 
 
Year Completed/
 
 
 
Lease Expiration (1)
 
Tenant
 
City
 
State
 
Expanded/Acquired
 
Total GLA
 
(Option Expiration)
 
Advance Auto Parts (2)
 
Lebanon
 
VA
 
2012
 
7,000
 
12/31/2017
 
Advance Auto Parts (2)
 
Marietta
 
GA
 
2011
 
6,271
 
4/30/2026
 
Advance Auto Parts (2)
 
Walker
 
MI
 
2012
 
8,000
 
12/31/2026
 
Aldi (2)
 
New Lenox
 
IL
 
2011
 
15,000
 
11/30/2031
 
Applebee's (2)
 
Harlingen
 
TX
 
2012
 
5,020
 
12/31/2032
 
Applebee's (2)
 
Pensacola Bayou
 
FL
 
2012
 
4,685
 
12/31/2032
 
Applebee's (2)
 
Pensacola 9 Mile
 
FL
 
2012
 
5,404
 
12/31/2032
 
Applebee's (2)
 
Wichita Falls
 
TX
 
2012
 
5,505
 
12/31/2032
 
AT&T (2)
 
Wilmington
 
NC
 
2010
 
4,000
 
11/30/2025
 
AutoZone (2)
 
Minneapolis
 
MN
 
2012
 
5,400
 
8/31/2023
 
AutoZone (2)
 
Springfield
 
IL
 
2012
 
10,000
 
12/31/2018
 
AutoZone (3)
 
Ypsilanti
 
MI
 
2001
 
6,500
 
8/31/2021
 
AutoZone (2)
 
Chicago
 
IL
 
2013
 
11,750
 
5/31/2023
 
AutoZone
 
Sun Valley
 
NV
 
2013
 
6,826
 
4/30/2026
 
AutoZone (2)
 
North Las Vegas
 
NV
 
2013
 
6,000
 
12/31/2022
 
Big Lots (2)
 
Fuquay-Varina
 
NC
 
2012
 
30,237
 
1/31/2023
 
BJ's Wholesale
 
Allentown
 
PA
 
2013
 
110,470
 
11/30/2031
 
Waffle House (3)
 
Allentown
 
PA
 
2013
 
1,760
 
2/28/2018
 
Chase Bank (2)(3)
 
Macomb Twp
 
MI
 
2009
 
4,270
 
11/30/2027
 
Chase Bank (2)(3)
 
Macomb Twp
 
MI
 
2012
 
4,200
 
1/31/2029
 
Chase Bank (2)(3)
 
Spring Grove
 
IL
 
2010
 
4,300
 
4/20/2038
 
Chase Bank (2)(3)
 
Southfield
 
MI
 
2009
 
4,270
 
10/31/2029
 
Chase Bank (2)(3)(4)
 
Venice
 
FL
 
2012
 
4,350
 
11/30/2032
 
Famous Dave's (2)(3)
 
Omaha
 
NE
 
1995
 
6,500
 
10/31/2017
 
Citizens Bank
 
Flint
 
MI
 
2003
 
4,426
 
7/14/2023
 
CVS (2)
 
Atchison
 
KS
 
2010
 
13,225
 
1/31/2036
 
CVS (2)
 
Johnstown
 
OH
 
2010
 
13,225
 
1/31/2035
 
CVS (2)
 
Lake in the Hills
 
IL
 
2010
 
13,225
 
1/31/2035
 
CVS (2)
 
Leawood
 
KS
 
2005
 
13,824
 
11/30/2024
 
CVS (2)
 
Mansfield
 
CT
 
2010
 
10,125
 
1/31/2027
 
CVS (2)
 
Roseville
 
CA
 
2009
 
15,791
 
6/30/2029
 
Dick's Sporting Goods (2)
 
Boynton Beach
 
FL
 
2010
 
43,790
 
1/31/2021
 
Dick's Sporting Goods (2)
 
St. Joseph
 
MO
 
2013
 
45,000
 
1/31/2023
 
Dollar General
 
Cochran
 
GA
 
2012
 
20,707
 
5/31/2027
 
Dollar General
 
Lyons
 
GA
 
2012
 
20,834
 
10/31/2027
 
Dollar General
 
Statham
 
GA
 
2013
 
20,707
 
1/31/2028
 
Los Tres Amigos (3)
 
Lansing
 
MI
 
2004
 
5,448
 
8/31/2015
 
 
 
23

 
 
 
 
 
 
 
Year Completed/
 
 
 
Lease Expiration (1)
 
Tenant
 
City
 
State
 
Expanded/Acquired
 
Total GLA
 
(Option Expiration)
 
Family Dollar (2)
 
Spartanburg
 
SC
 
2012
 
8,320
 
1/31/2022
 
Family Dollar (2)
 
Memphis
 
TN
 
2013
 
8,320
 
3/31/2022
 
Goodyear (2)
 
Fort Mill
 
SC
 
2012
 
7,560
 
11/30/2022
 
Goodyear
 
Berwyn
 
IL
 
2013
 
9,800
 
7/31/2028
 
Harris Teeter (2)
 
Charlotte
 
NC
 
2012
 
18,000
 
6/30/2023
 
Hobby Lobby
 
Grand Forks
 
ND
 
2013
 
55,000
 
10/31/2028
 
Kmart
 
Grayling
 
MI
 
1984
 
52,320
 
9/30/2014
 
Kmart
 
Oscoda
 
MI
 
1984/1990
 
90,470
 
9/30/2014
 
Kohl's (2)
 
Salt Lake City
 
UT
 
1980
 
88,926
 
7/31/2025
 
Kohl's (2)(4)
 
Tallahassee
 
FL
 
2010
 
102,381
 
1/31/2028
 
LA Fitness
 
Lake Zurich
 
IL
 
2012
 
42,625
 
3/31/2028
 
LA Fitness
 
Rochester
 
NY
 
2013
 
45,000
 
10/31/2028
 
Lake Lansing Assoc. (3)
 
East Lansing
 
MI
 
2004
 
14,564
 
10/31/2028
 
Library
 
Lawrence
 
KS
 
2012
 
20,000
 
5/31/2014
 
Lowe's (2)(3)
 
Concord
 
NC
 
2010
 
170,393
 
10/31/2028
 
Lowe's (2)(3)
 
Portland
 
OR
 
2012
 
133,850
 
9/30/2029
 
Mattress Firm (2)
 
Morrow
 
GA
 
2012
 
10,241
 
4/30/2023
 
Mattress Firm (2)
 
Baton Rouge
 
LA
 
2013
 
5,531
 
4/30/2023
 
Mattress Firm
 
Joplin
 
MO
 
2013
 
6,000
 
11/30/2025
 
McDonalds (2)(3)
 
Southfield
 
MI
 
2012
 
4,362
 
5/17/2032
 
Meijer (2)(3)
 
Plainfield
 
IN
 
2002
 
-
 
11/5/2027
 
Natural Grocers (2)
 
Wichita
 
KS
 
1995
 
25,000
 
11/30/2021
 
Off Broadway Shoes (2)
 
Boynton Beach
 
FL
 
1996
 
20,745
 
2/28/2017
 
PetSmart (2)
 
Rapid City
 
SD
 
2013
 
20,535
 
8/31/2022
 
PetSmart (2)
 
St. Joseph
 
MO
 
2013
 
12,342
 
8/31/2022
 
PNC (2)(3)
 
Antioch
 
IL
 
2010
 
3,215
 
3/31/2039
 
Qdoba Mexican / Restaurant Space (2)
 
Livonia
 
MI
 
2008 / 2010
 
4,900
 
4/30/2023 / 6/30/2020
 
Rite Aid (2)
 
Albion
 
NY
 
2004
 
13,813
 
10/12/2024
 
Rite Aid (2)
 
Canton Twp
 
MI
 
2003
 
11,180
 
10/31/2019
 
Rite Aid (2)
 
Mt Pleasant
 
MI
 
2005
 
11,095
 
11/30/2025
 
Rite Aid (2)
 
N Cape May
 
NJ
 
2005
 
10,118
 
11/30/2025
 
Rite Aid (2)
 
Roseville
 
MI
 
2002
 
11,060
 
6/30/2025
 
Rite Aid (2)
 
Summit Twp
 
MI
 
2006
 
11,060
 
10/31/2019
 
Rite Aid (2)
 
Webster NY
 
NY
 
2004
 
13,813
 
2/24/2024
 
Sam's Club (2)(3)
 
Roseville
 
MI
 
2002
 
132,332
 
8/4/2022
 
Sam's Club
 
Brooklyn
 
OH
 
2013
 
147,771
 
1/31/2019
 
Simply Amish
 
Indianapolis
 
IN
 
2007
 
15,844
 
12/31/2017
 
Starbucks (2)
 
Manchester
 
CT
 
2013
 
1,562
 
2/29/2020
 
Sterling Jewelers (2)(4)
 
Baton Rouge
 
LA
 
2012
 
6,057
 
1/31/2032
 
TBC Corp (2)
 
Chandler
 
AZ
 
2011
 
6,228
 
8/31/2036
 
TBC Corp (2)
 
Dallas
 
TX
 
2011
 
8,074
 
5/31/2036
 
TBC Corp (2)
 
Madison
 
AL
 
2011
 
6,000
 
11/30/2036
 
TJX
 
Monroeville
 
PA
 
2013
 
28,690
 
10/31/2023
 
TGI Fridays (3)
 
Monroeville
 
PA
 
1996
 
8,400
 
1/31/2018
 
Tractor Supply (2)
 
Forest
 
MS
 
2013
 
24,708
 
5/30/2020
 
Tractor Supply (2)
 
Madisonville
 
TX
 
2013
 
19,807
 
5/31/2023
 
USAA / US Cellular (2)
 
Jacksonville
 
NC
 
2012
 
8,000
 
3/31/2022
 
Walgreen
 
Ann Arbor
 
MI
 
2010
 
13,650
 
9/30/2035
 
Walgreen
 
Ann Arbor
 
MI
 
2013
 
17,733
 
1/31/2034
 
Walgreen (2)
 
Atlantic Beach
 
FL
 
2010
 
14,478
 
8/31/2035
 
Walgreen
 
Barnesville
 
GA
 
2007
 
14,820
 
10/31/2032
 
Walgreen (2)
 
Beecher Ballenger
 
MI
 
2002
 
14,490
 
4/30/2027
 
Walgreen (8)
 
Big Rapids
 
MI
 
2003
 
13,560
 
4/30/2028
 
Walgreen
 
Brighton
 
MI
 
2009
 
14,550
 
1/31/2034
 
Walgreen (2)
 
Chesterfield
 
MI
 
1998
 
13,686
 
7/31/2018
 
Walgreen (2)
 
Corunna Road
 
MI
 
2004
 
14,560
 
2/28/2029
 
Walgreen (2)
 
Delta Twp
 
MI
 
2005
 
14,559
 
11/30/2030
 
Walgreen (2)
 
Flint - Bristol / Fenton
 
MI
 
2005
 
13,650
 
11/30/2029
 
Walgreen (2)
 
Flint-Atherton
 
MI
 
2000
 
14,490
 
1/31/2021
 
Walgreen (2)
 
Flint-Davison
 
MI
 
2001
 
15,120
 
2/28/2021
 
Walgreen (2)
 
Fort Walton Beach
 
FL
 
2010
 
13,905
 
3/31/2024
 
Walgreen (2)
 
Grand Blanc
 
MI
 
1998
 
13,905
 
2/28/2019
 
Walgreen (2)
 
Grand Rapids
 
MI
 
2005
 
14,820
 
8/31/2030
 
 
 
24

 
 
 
 
 
 
 
Year Completed/
 
 
 
Lease Expiration (1)
 
Tenant
 
City
 
State
 
Expanded/Acquired
 
Total GLA
 
(Option Expiration)
 
Walgreen (2)
 
Livonia
 
MI
 
2007
 
14,490
 
5/31/2032
 
Walgreen (2)
 
Lowell
 
MI
 
2009
 
13,650
 
8/31/2034
 
Walgreen (2)
 
Macomb Twp
 
MI
 
2008
 
14,820
 
3/31/2033
 
Walgreen (2)
 
Midland
 
MI
 
2005
 
14,820
 
7/31/2030
 
Walgreen (2)
 
N Baltimore
 
MI
 
2001
 
14,490
 
8/31/2021
 
Walgreen (2)(4)
 
Petoskey
 
MI
 
2000
 
13,905
 
4/30/2020
 
Walgreen (2)
 
Pontiac
 
MI
 
1998
 
13,905
 
10/31/2018
 
Walgreen (2)
 
Port St. John
 
FL
 
2010
 
14,550
 
4/30/2034
 
Walgreen
 
Rancho Cordova
 
CA
 
2013
 
14,550
 
4/30/2038
 
Walgreen (2)
 
Rochester
 
MI
 
1998
 
13,905
 
6/30/2019
 
Walgreen (2)
 
Shelby
 
MI
 
2008
 
14,820
 
7/31/2033
 
Walgreen (2)
 
Silver Springs Shores
 
FL
 
2010
 
14,550
 
12/31/2033
 
Walgreen (2)
 
St. Augustine Shores
 
FL
 
2010
 
14,820
 
11/30/2035
 
Walgreen (2)
 
Waterford
 
MI
 
1997
 
13,905
 
2/28/2018
 
Walgreen (2)
 
Ypsilanti
 
MI
 
1999
 
15,120
 
12/31/2019
 
Wawa (2)
 
Baltimore
 
MD
 
2011
 
4,800
 
1/31/2032
 
Wawa (2)(3)
 
Casselberry
 
FL
 
2013
 
6,119
 
7/31/2033
 
Wawa (2)
 
Clifton Heights
 
PA
 
2012
 
4,694
 
12/31/2021
 
Wawa (3)
 
Kissimmee
 
FL
 
2013
 
5,636
 
4/30/2033
 
Wawa (2)
 
Newark
 
DE
 
2012
 
5,599
 
12/31/2021
 
Wawa (3)
 
Pinellas
 
FL
 
2013
 
5,636
 
5/31/2033
 
Wawa (2)
 
Vineland
 
NJ
 
2012
 
5,603
 
12/31/2021
 
 
 
 
 
 
 
 
 
2,480,420
 
 
 
 
(1) At the expiration of tenant’s initial lease term, each tenant (except Simply Amish and Citizens Bank) has an option, subject to certain requirements, to extend its lease for an additional period of time.
(2) Properties subject to a mortgage/debt or pledged pursuant to the Credit Facility and Unsecured Term Loan.
(3) This property is leased from us pursuant to a ground lease. The tenant occupies a building that they constructed.
(4) Properties subject to long-term ground leases where a third party owns the underlying land and has leased the land to us to construct or operate the property. We pay rent for the use of the land and we are generally responsible for all costs and expenses associated with the building and improvements. At the end of the lease terms, as extended (Petoskey, MI 2074, Tallahassee, FL 2032, Baton Rouge, LA, 2052), the land together with all improvements revert to the land owner. We have an option to purchase the Petoskey property after August 7, 2019.
 
Community Shopping Centers
Our eight community shopping centers range in size from 20,000 to 241,458 square feet of GLA. Our community shopping centers are anchored by national tenants.
 
 
25

 
The location and primary occupancy information with respect to the community shopping centers as of December 31, 2013 are set forth below: 
 
 
 
 
 
Year
 
 
 
 
 
 
Average Base
 
 
 
Anchor Tenants (Lease
 
 
 
 
 
Completed/
 
 
 
Annualized Base
 
Rent per Sq. Ft.
 
Percent Leased at
 
Expiration/Option
 
Property Location (1)
 
Location
 
Expanded
 
GLA Sq. Ft.
 
Rent (2)
 
(3)
 
December 31, 2013
 
Period Expiration) (4)
 
Capital Plaza (1)(5)
 
Frankfort, KY
 
1978/2006
 
116,212
 
$
634,000
 
$
5.46
 
100
%
Kmart (2018/2053)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Walgreen (2031/2052)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chippewa Commons (5)
 
Chippewa Falls, WI
 
1991
 
168,311
 
 
889,531
 
 
5.74
 
92
%
Kmart (2014/2064)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consumers Cooperative
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(2015/2030)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Marshall Plaza (5)
 
Marshall, MI
 
1990
 
119,479
 
 
686,654
 
 
5.75
 
100
%
Kmart (2015/2065)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Central Michigan Commons (5)
 
Mt. Pleasant, MI
 
1973/1997
 
241,458
 
 
929,859
 
 
4.51
 
83
%
Kmart (2018/2048)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
JCPenney Co. (2015/2035)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Staples, Inc. (2015/2030)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North Lakeland Plaza (5)
 
Lakeland, FL
 
1987
 
171,397
 
 
1,332,340
 
 
7.77
 
100
%
Best Buy (2016/2028)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beall's (2020/2035)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Petoskey Town Center (5)
 
Petoskey, MI
 
1990
 
174,870
 
 
798,737
 
 
6.21
 
98
%
Kmart (2015/2065)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Family Fare (2013)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ferris Commons (5)
 
Big Rapids, MI
 
1990
 
169,524
 
 
1,050,484
 
 
6.20
 
100
%
Kmart (2015/2065)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MC Sports (2018/2033)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Peebles (2019/2039)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
West Frankfort Plaza
 
West Frankfort, IL
 
1982
 
20,000
 
 
107,892
 
 
6.74
 
80
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
1,181,251
 
$
6,429,497
 
$
5.78
 
94
%
 
 
 
(1) All community shopping centers except Capital Plaza (which is subject to a long-term ground lease expiring in 2053 from a third party) are wholly-owned by us.
(2) Annualized base rents as of December 31, 2013.
(3) Calculated as total annualized base rents, divided by GLA actually leased as of December 31, 2013.
(4) The option to extend the lease beyond its initial term is only at the option of the tenant.
(5) Properties subject to a mortgage/debt or pledged pursuant to the Credit Facility.
 
 
Legal Proceedings
 
From time to time, we are involved in legal proceedings in the ordinary course of business. We are not presently involved in any litigation nor, to our knowledge, is any other litigation threatened against us, other than routine litigation arising in the ordinary course of business, which is expected to be covered by our liability insurance and all of which collectively is not expected to have a material adverse effect on our liquidity, results of operations or business or financial condition.
 
Mine Safety Disclosures
 
Not applicable.
 
 
26

 
PART II
 
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Our common stock is traded on the NYSE under the symbol “ADC.” The following table sets forth the high and low closing prices of our common stock, as reported on the NYSE, and the dividends declared per share of common stock by us for each calendar quarter in the last two fiscal years. Dividends were paid in the periods immediately subsequent to the periods in which such dividends were declared.
 
 
 
 
 
 
 
 
 
Dividends Declared
 
Quarter Ended
 
High
 
Low
 
Per Common Share
 
March 31, 2013
 
$
30.10
 
$
26.89
 
$
0.41
 
June 30, 2013
 
$
33.85
 
$
28.75
 
$
0.41
 
September 30, 2013
 
$
32.48
 
$
26.81
 
$
0.41
 
December 31, 2013
 
$
32.16
 
$
27.77
 
$
0.41
 
 
 
 
 
 
 
 
 
 
 
 
March 31, 2012
 
$
25.86
 
$
22.41
 
$
0.40
 
June 30, 2012
 
$
23.01
 
$
20.67
 
$
0.40
 
September 30, 2012
 
$
25.79
 
$
22.44
 
$
0.40
 
December 31, 2012
 
$
26.79
 
$
24.97
 
$
0.40
 
 
On February 28, 2014, the reported closing sale price per share of common stock on the NYSE was $30.74.
 
At February 28, 2014, there were 14,964,396 shares of our common stock issued and outstanding which were held by approximately 150 stockholders of record. The number of stockholders of record does not reflect persons or entities that held their shares in nominee or “street” name. In addition, at December 31, 2013 there were 347,619 OP units outstanding held by a limited partner other than our Company. The OP units are exchangeable into shares of common stock on a one-for-one basis.
 
For 2013, we paid $1.64 per share of common stock in dividends. Of the $1.64, 83.66% represented ordinary income, and 16.34% represented return of capital, for tax purposes. For 2012, we paid $1.60 per share of common stock in dividends. Of the $1.60, 75.0% represented ordinary income, and 25.0% represented return of capital, for tax purposes.
 
We intend to continue to declare quarterly dividends to our stockholders. However, our distributions are determined by our board of directors and will depend on a number of factors, including the amount of our funds from operations, the financial and other condition of our properties, our capital requirements, restrictions in our debt instruments, our annual distribution requirements under the provisions of the Internal Revenue Code applicable to REITs and such other factors as our board of directors deems relevant. We have historically paid cash dividends, although we may choose to pay a portion in stock dividends in the future. To qualify as a REIT, we must distribute at least 90% of our REIT taxable income prior to net capital gains to our stockholders, as well as meet certain other requirements. We must pay these distributions in the taxable year the income is recognized, or in the following taxable year if they are declared during the last three months of the taxable year, payable to stockholders of record on a specified date during such period and paid during January of the following year. Such distributions are treated as paid by us and received by our stockholders on December 31 of the year in which they are declared. In addition, at our election, a distribution for a taxable year may be declared in the following taxable year if it is declared before we timely file our tax return for such year and if paid on or before the first regular dividend payment after such declaration. These distributions qualify as dividends paid for the 90% REIT distribution test for the previous year and are taxable to holders of our capital stock in the year in which paid.
 
 
27

 
During the year ended December 31, 2013, we did not sell any unregistered securities. During the fourth quarter of 2013, we did not repurchase any of our equity securities.
 
For information about our equity compensation plan, please see Part III, Item 12 of this Annual Report on Form 10-K.
 
Selected Financial Data
 
The following table sets forth our selected financial information on a historical basis and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and Notes thereto included elsewhere in this Annual Report on Form 10-K. Certain amounts have been reclassified to conform to the current presentation of discontinued operations. The balance sheet for the periods ending December 31, 2009 through 2013 and operating data for each of the periods presented were derived from our audited financial statements.
 
Selected Financial Data
(in thousands, except per share, number of properties, and percentage leased information)
 
 
 
Year Ended December 31,
 
 
 
2013
 
 
2012
 
 
 
2011
 
 
2010
 
 
2009
 
Operating Data
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Revenues
 
$
43,518
 
 
$
34,624
 
 
 
$
30,263
 
 
$
26,235
 
 
$
24,456
 
Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property Expense (1)
 
 
3,656
 
 
 
3,328
 
 
 
 
3,469
 
 
 
2,730
 
 
 
2,775
 
General and Administrative
 
 
5,952
 
 
 
5,682
 
 
 
 
5,662
 
 
 
5,003
 
 
 
4,559
 
Interest
 
 
6,475
 
 
 
5,134
 
 
 
 
3,957
 
 
 
3,461
 
 
 
3,310
 
Depreciation and amortization
 
 
8,489
 
 
 
6,241
 
 
 
 
5,200
 
 
 
4,119
 
 
 
3,793
 
Impairment charge
 
 
-
 
 
 
-
 
 
 
 
600
 
 
 
6,160
 
 
 
-
 
Total Expenses
 
 
24,572
 
 
 
20,385
 
 
 
 
18,888
 
 
 
21,473
 
 
 
14,437
 
Income From Operations
 
 
18,946
 
 
 
14,239
 
 
 
 
11,375
 
 
 
4,762
 
 
 
10,019
 
Other Income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain on extinguishment of debt
 
 
-
 
 
 
-
 
 
 
 
2,360
 
 
 
-
 
 
 
-
 
Income From Continuing Operations
 
 
18,946
 
 
 
14,239
 
 
 
 
13,735
 
 
 
4,762
 
 
 
10,019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain on Sale of Asset From Discontinued Operations
 
 
946
 
 
 
2,097
 
 
 
 
110
 
 
 
4,738
 
 
 
-
 
Income (Loss) From Discontinued Operations
 
 
298
 
 
 
2,267
 
 
 
 
(3,956)
 
 
 
6,128
 
 
 
7,975
 
Net Income
 
 
20,190
 
 
 
18,603
 
 
 
 
9,889
 
 
 
15,628
 
 
 
17,994
 
Less Net Income Attributable to Non-Controlling Interest
 
 
515
 
 
 
554
 
 
 
 
338
 
 
 
561
 
 
 
950
 
Net Income Attributable to Agree Realty Corporation
 
$
19,675
 
 
$
18,049
 
 
 
$
9,551
 
 
$
15,067
 
 
$
17,044
 
Number of Properties
 
 
130
 
 
 
109
 
 
 
 
87
 
 
 
81
 
 
 
73
 
Number of Square Feet of GLA
 
 
3,662
 
 
 
3,259
 
 
 
 
3,556
 
 
 
3,848
 
 
 
3,492
 
Percentage Leased
 
 
98
%
 
 
98
%
 
 
 
93
%
 
 
99
%
 
 
98
%
Per Share Data – Diluted
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (2)
 
$
1.50
 
 
$
1.62
 
 
 
$
0.99
 
 
$
1.64
 
 
$
2.14
 
Weighted Average of Common Shares Outstanding – Diluted
 
 
13,158
 
 
 
11,137
 
 
 
 
9,681
 
 
 
9,191
 
 
 
7,966
 
Cash Dividends per share
 
$
1.64
 
 
$
1.60
 
 
 
$
1.60
 
 
$
2.04
 
 
$
2.02
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance Sheet Data
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real Estate (before accumulated depreciation)
 
$
471,366
 
 
$
398,812
 
 
 
$
340,074
 
 
$
338,221
 
 
$
320,444
 
Total Assets
 
$
462,742
 
 
$
370,093
 
 
 
$
293,944
 
 
$
285,042
 
 
$
261,789
 
Total Debt, including accrued interest
 
$
158,869
 
 
$
161,242
 
 
 
$
120,032
 
 
$
100,128
 
 
$
104,814
 
____________________ 
(1) Property expense includes real estate taxes, property maintenance, insurance, utilities and land lease expense.
(2) Net income per share has been computed by dividing the net income by the weighted average number of shares of common stock outstanding and the effect of dilutive securities outstanding.
 
 
28

 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Overview
We were established to continue to operate and expand the retail property business of our predecessor. We commenced our operations in April 1994. Our assets are held by and all operations are conducted through, directly or indirectly, the Operating Partnership, of which we are the sole general partner and held a 97.72% interest as of December 31, 2013. We are operating so as to qualify as a 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 elsewhere in this Annual Report on Form 10-K.
 
Recent Accounting Pronouncements
In February 2013, the Financial Accounting Standards Board (“FASB”) updated ASC 220 “Comprehensive Income” with ASU 2013-2 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This update requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, ASU 2013-2 requires an entity to present, either on the face of the income statement or in the notes to financial statements, significant amounts reclassified out of accumulated other comprehensive income by respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. The amendments in ASU 2013-2 do not change the current requirements for reporting net income or other comprehensive income in financial statements. For public entities, the amendments in ASU 2013-2 are effective prospectively for reporting periods beginning after December 31, 2012. The adoption of this guidance concerns disclosure only and did not have an impact on our consolidated financial statements.
 
In July 2013, the FASB updated ASC 815 “Derivatives and Hedging” with ASU 2013-10 “Inclusion of the Fed Funds Effective Swap Rate (of Overnight Index Swap Rate) as a Benchmark Interest rate for Hedge Accounting Purposes.” ASU 2013-10 permits the Overnight Index Swap (“OIS”) Rate, also referred to as the Fed Funds effective Swap Rate, to be used as a U.S. benchmark for hedge accounting purposes, in addition to London Interbank Offered Rate (“LIBOR”) and the interest rate on direct U.S. Treasury obligations. The guidance also removes the restriction on using different benchmarks for similar hedges. ASU 2013-10 is effective prospectively for qualifying new or re-designated hedges entered into on or after July 17, 2013. The adoption of this guidance did not have an impact on our consolidated financial statements.
 
Critical Accounting Policies
Critical accounting policies are those that are both significant to the overall presentation of our financial condition and results of operations and require management to make difficult, complex or subjective judgments. For example, significant estimates and assumptions have been made with respect to 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 on a straight-line basis over the lease term. Certain leases provide for additional percentage rents based on tenants’ sales volumes. These percentage rents are recognized when determinable by us.
 
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. The viability of all projects under construction or development are regularly evaluated under applicable accounting requirements, including requirements relating to abandonment of assets or changes in use. To the extent a project, or individual components of the project, are no longer considered to have value, the related capitalized costs are charged against operations. 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.
 
 
29

 
We evaluate real estate for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows from the use of these assets. When any such impairment exists, the related assets will be written down to fair value and such excess carrying value is charged to income. The expected cash flows of a project are dependent on estimates and other factors subject to change, including (1) changes in the national, regional, and/or local economic climates, (2) competition from other shopping centers, stores, clubs, mailings, and the internet, (3) increases in operating costs, (4) bankruptcy and/or other changes in the condition of third parties, including tenants, (5) expected holding period, and (6) availability of credit. These factors could cause our expected future cash flows from a project to change, and, as a result, an impairment could be considered to have occurred. During 2012, we recorded no impairment charge related to real estate assets. During 2013 and 2011, we recorded impairment charges of $450,000 and $13,500,000 related to the carrying value of our real estate assets, of these amounts, $450,000 and $12,900,000, respectively, are reflected in discontinued operations.
 
Substantially all of our community shopping center leases and various of the net leased properties 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 have elected to be taxed as a REIT under the Internal Revenue Code commencing with our 1994 tax year. As a result, we are not subject to federal income taxes to the extent that we distribute annually 100% of our REIT taxable income to our stockholders and satisfy certain other requirements defined in the Internal Revenue Code.
 
We have established TRS entities pursuant to the provisions of the Internal Revenue Code. Our TRS entities are able to engage in activities resulting in income that would be nonqualifying income for a REIT. As a result, certain activities of our Company which occur within our TRS entities are subject to federal and state income taxes. As of December 31, 2013 and 2012, we had accrued a deferred income tax liability of $705,000. In addition, we have recorded an income tax liability of $0 and $17,700 as of December 31, 2013 and 2012, respectively.
 
Results of Operations
 
Comparison of Year Ended December 31, 2013 to Year Ended December 31, 2012
 
Minimum rental income increased $8,326,000, or 26%, to $40,895,000 in 2013, compared to $32,569,000 in 2012. Rental income increased $7,002,000 due to the acquisition of 18 properties in 2013 along with the full year impact of 25 properties acquired in 2012. Minimum rent increased $1,185,000 as a result of development activities. We placed six development projects in service during 2013 and two during 2012. In addition, rental income increased $139,000 as a result of other rental income adjustments.
 
Percentage rents increased from $24,000 in 2012 to $36,000 in 2013.
 
Operating cost reimbursements increased $596,000, or 30%, to $2,567,000 in 2013, compared to $1,971,000 in 2012. Operating cost reimbursements increased due to higher levels of recoverable property operating expenses and an improved recovery ratio on recoverable property operating expenses.
 
Other income decreased $41,000, or 68%, to $19,000 in 2013, compared to $60,000 in 2012 due primarily to non-recurring fee income in 2012.
 
Real estate taxes increased $249,000, or 14%, to $2,035,000 in 2013, compared to $1,786,000 in 2012. The increase is due to the ownership of additional properties in 2013 compared to 2012.
 
Property operating expenses (shopping center maintenance, snow removal, insurance and utilities) increased $225,000, or 23%, to $1,193,000 in 2013 compared to $968,000 in 2012. The increase was the result of a increase in shopping center maintenance expenses of $145,000, snow removal costs of $45,000, utilities of $23,000, and insurance costs of $12,000.
 
Land lease payments decreased $146,000, or 25%, to $428,000 in 2013 compared to $574,000 for 2012. The decrease is the result of our purchase of the underlying land at our property in Ann Arbor, Michigan in June 2012.
 
General and administrative expenses increased $270,000, to $5,952,000 in 2013 compared to $5,682,000 in 2012. The increase in general and administrative expenses was primarily the result of increased employee costs of $196,000, increased professional fees of $99,000, offset by net decreases in other expenses of $25,000. General and administrative expenses as a percentage of total rental income (minimum and percentage rents) decreased to 14.2% for 2013 from 16.0% in 2012.
 
 
30

 
Depreciation and amortization increased $2,248,000, or 36%, to $8,489,000 in 2013 compared to $6,241,000 in 2012. The increase was the result of the acquisition of 18 properties in 2013 and the acquisition of 25 properties in 2012.
 
Interest expense increased $1,341,000, or 26%, to $6,475,000 in 2013, from $5,134,000 in 2012. The increase in interest expense is a result of higher levels of borrowings for the acquisition and development of additional properties during 2013 and 2012.
 
We recognized a gain of $946,000 on the disposition of a net leased property in Ypsilanti, Michigan in January 2013 for $5,600,000. The Company also classified a non-core Kmart anchored shopping center located in Ironwood, Michigan as held for sale as of December 31, 2013. The Company completed the sale of the Ironwood property for $5,000,000 on January 15, 2014. During 2012 we recognized gains of $2,097,000 on the dispositions of properties. In 2012, we sold six non-core properties, a vacant office property for approximately $650,000; two vacant single tenant properties for $4,460,000; a Kmart anchored shopping center in Charlevoix, Michigan for $3,500,000, and two Kmart anchored shopping centers, located in Plymouth and Shawano, Wisconsin for $7,475,000. In addition, in 2012, we conveyed four mortgaged properties to the lender pursuant to a consensual deed-in-lieu-of-foreclosure process that satisfied the loans, which had an aggregate principal amount outstanding of approximately $9.2 million as of December 31, 2011. The Company also classified a single tenant property located in Ypsilanti, Michigan as held for sale as of December 31, 2012. The Company completed the sale of the Ypsilanti property for approximately $5,600,000 on January 11, 2013.
 
Income from discontinued operations was $298,000 in 2013 compared to $2,267,000 in 2012. The income from discontinued operations in 2013 was a result of the sale of a property in Ypsilanti, Michigan in January, 2013. We also classified a non-core Kmart anchored shopping center in Ironwood, Michigan as held for sale at December 31, 2013. Discontinued operations included the impact of $450,000 of impairment charges in 2013. The income from discontinued operations in 2012 was a result of the sale of six properties in 2012, one in March, one in May, one in June, two in August, one in September, and the conveyance of four former Borders properties to the lender in March, one of which was occupied, combined with the impact of the 2013 property sale and property classified as held for sale as of December 31, 2013. We also classified a single tenant property located in Ypsilanti, Michigan as held for sale as of December 31, 2012.
 
Our net income increased $1,586,000, or 9%, to $20,190,000 in 2013, from $18,604,000 in 2012 as a result of the foregoing factors.
 
Comparison of Year Ended December 31, 2012 to Year Ended December 31, 2011
 
Minimum rental income increased $5,150,000, or 19%, to $32,569,000 in 2012, compared to $27,419,000 in 2011. Rental income increased $4,808,000 due to the acquisition of 25 properties in 2012 along with the full year impact of 10 properties acquired in 2011. The increase was also the result of the development of a McDonalds in Southfield, Michigan in May 2012, and the development of a Chase bank located in Venice, Florida in November 2012. Our revenue increases from these developments amounted to $99,000. In addition, rental income increased $243,000 as a result of other rental income adjustments.
 
Percentage rents decreased from $31,000 in 2011 to $24,000 in 2012.
 
Operating cost reimbursements increased $203,000, or 11%, to $1,971,000 in 2012, compared to $1,768,000 in 2011. Operating cost reimbursements increased due to an improved recovery ratio on recoverable property operating expenses.
 
We earned development fee income of $895,000 in 2011 related to a project that we completed in Berkeley, California. There were no development fee projects in 2012 and no additional development fee projects are currently anticipated.
 
Other income decreased $90,000, or 60%, to $60,000 in 2012, compared to $150,000 in 2011 due primarily to non-recurring fee income in 2011.
 
Real estate taxes were $1,786,000 and $1,699,000 in 2012 and 2011.
 
 
31

 
Property operating expenses (shopping center maintenance, snow removal, insurance and utilities) decreased $80,000, or 8%, to $968,000 in 2012 compared to $1,048,000 in 2011. The decrease was the result of a decrease in shopping center maintenance expenses of $89,000 including utilities for vacant space, and a decrease in snow removal costs of $33,000, offset by an increase in insurance costs of $42,000.
 
Land lease payments decreased $147,000, or 20%, to $574,000 in 2012 compared to $721,000 for 2011. The decrease is the result of our purchase of the underlying land at our property in Ann Arbor, Michigan in June 2012.
 
General and administrative expenses increased $20,000, to $5,682,000 in 2012 compared to $5,662,000 in 2011. General and administrative expenses as a percentage of total rental income (minimum and percentage rents) decreased to 16.0% for 2012 from 16.4% in 2011 without the impact of the deferred revenue recognition.
 
Depreciation and amortization increased $1,041,000, or 20%, to $6,241,000 in 2012 compared to $5,200,000 in 2011. The increase was the result of the acquisition of 25 properties in 2012 and the acquisition of 10 properties in 2011.
 
In 2011, we incurred an impairment charge of $600,000, for our continuing operations, as a result of writing down the carrying value of our real estate assets for properties formerly leased to Borders.
 
Interest expense increased $1,177,000, or 30%, to $5,134,000 in 2012, from $3,957,000 in 2011. The increase in interest expense is a result of higher levels of borrowings for the acquisition of additional properties during 2012 and 2011.
 
In 2011, we recognized a gain on extinguishment of debt in the amount of $2,360,000.
 
We recognized a gain of $2,097,000 on the disposition of properties in 2012. We sold six non-core properties; a vacant office property for approximately $650,000; two vacant single tenant properties for $4,460,000; a Kmart anchored shopping center in Charlevoix, Michigan for $3,500,000, and two Kmart anchored shopping centers, located in Plymouth and Shawano, Wisconsin for $7,475,000. In addition, we conveyed four mortgaged properties to the lender pursuant to a consensual deed-in-lieu-of-foreclosure process that satisfied the loans, which had an aggregate principal amount outstanding of approximately $9.2 million as of December 31, 2011. The Company also classified a single tenant property located in Ypsilanti, Michigan as held for sale as of December 31, 2012. The Company completed the sale of the Ypsilanti property for approximately $5,600,000 on January 11, 2013. We recognized a gain of $110,000 on the disposition of properties in 2011. We sold three properties, conveyed the former Borders corporate headquarters to the lender, and terminated the ground lease on a property during 2011 and conveyed a portion of the property to the ground lessor. The properties were located in Tulsa, Oklahoma (2), Norman, Oklahoma and Ann Arbor, Michigan (2).
 
Income from discontinued operations was $2,267,000 in 2012 compared to loss from discontinued operations of $3,957,000 in 2011. The income from discontinued operations in 2012 was a result of the sale of six properties, one in March, one in May, one in June, two in August, one in September, and the conveyance of four former Borders properties to the lender in March, one of which was occupied. We also classified a single tenant property located in Ypsilanti, Michigan as held for sale as of December 31, 2012. The loss from discontinued operations in 2011 was a result of impairment charges of $12,900,000, offset by $5,697,000 due to the recognition of deferred revenue. We sold two properties in January 2011, sold one property in December 2011, conveyed the former Borders corporate headquarters to the lender in December 2011, and terminated the ground lease on a property in December 2011 and conveyed a portion of the property to the ground lessor.
 
Our net income increased $8,714,000, or 88%, to $18,604,000 in 2012, from $9,890,000 in 2011 as a result of the foregoing factors.
 
Liquidity and Capital Resources
Our principal demands for liquidity are operations, distributions to our stockholders, debt repayment, development of new properties, redevelopment of existing properties and future property acquisitions. We intend to meet our short-term liquidity requirements, including capital expenditures related to the leasing and improvement of the properties, through cash flow provided by operations and the Credit Facility. We believe that adequate cash flow will be available to fund our operations and pay dividends in accordance with REIT requirements for at least the next 12 months. We may obtain additional funds for future development or acquisitions through other borrowings or the issuance of additional shares of common stock. Although market conditions have limited the availability of new sources of financing and capital, which may have an impact on our ability to obtain financing for planned new development projects in the near term, we believe that these financing sources will enable us to generate funds sufficient to meet both our short-term and long-term capital needs.
 
 
32

 
We completed a follow-on offering of 1,495,000 shares of common stock in January/February of 2012.  The offering, which included the full exercise of the overallotment option by the underwriters, raised net proceeds of approximately $35.1 million after deducting the underwriting discount.  The proceeds from the offering were used to pay down amounts outstanding under the Credit Facility and for general corporate purposes.
 
We completed a follow-on offering of 1,725,000 shares of common stock in January of 2013.  The offering, which included the full exercise of the overallotment option by the underwriters, raised net proceeds of approximately $44.9 million after deducting the underwriting discount.  The proceeds from the offering were used to pay down amounts outstanding under the Credit Facility and for general corporate purposes.
 
We completed a follow-on offering of 1,650,000 shares of common stock in November of 2013.  The offering raised net proceeds of approximately $48.8 million after deducting the underwriting discount.  The proceeds from the offering were used to pay down amounts outstanding under the Credit Facility and for general corporate purposes.
 
Our cash flows from operations increased $8,384,000 to $29,590,000 in 2013, compared to $21,206,000 in 2012 due to increased cash flow from the additional investment in real estate assets. Cash used in investing activities increased $16,004,000 to $85,260,000 in 2013, compared to $69,256,000 in 2012 due to additional investments through the acquisition and development of real estate assets and lower net proceeds from the sale of assets. Cash provided by financing activities increased $21,620,000 to $68,938,000 in 2013, compared to $47,318,000 in 2012 due primarily to two common stock offerings in 2013. Our cash and cash equivalents increased by $13,267,000 to $14,537,000 as of December 31, 2013 as a result of the foregoing factors.
 
During 2013, we spent approximately $1,488,000 at our existing community shopping centers for tenant improvement or allowance costs, $18,000 for leasing commissions and $87,000 for other capital items. During 2012, we spent approximately $1,229,000 at our existing community shopping centers for tenant improvement or allowance costs, $56,000 for leasing commissions and $171,000 for other capital items.
 
We intend to maintain a ratio of total indebtedness (including construction or acquisition financing) to total market capitalization of 65% or less. Nevertheless, we may operate with debt levels which are in excess of 65% of total market capitalization for extended periods of time. At December 31, 2013, our ratio of indebtedness to total market capitalization was approximately 26.4%. This ratio decreased from 33.8% as of December 31, 2012 as a result of the increase in shares outstanding from our 2013 follow on offerings in January 2013 and November 2013 and an increase in the market price of our common stock, offset by an increase in debt due to our 2013 property acquisitions and development expenditures.
 
Dividends
During the quarter ended December 31, 2013, we declared a quarterly dividend of $.41 per share. The cash dividend was paid on January 3, 2014 to holders of record on December 20, 2013.
 
During the quarter ending March 31, 2014, we declared a quarterly dividend of $.43 per share. The cash dividend will be paid on April 8, 2014 to holders of record on March 31, 2014.
 
Debt
Agree Limited Partnership (the “Operating Partnership”) has in place an $85,000,000 unsecured revolving credit facility (“Credit Facility”), which is guaranteed by the Company. Subject to customary conditions, at the Company’s option, total commitments under the Credit Facility may be increased up to an aggregate of $135,000,000. The Company intends to use borrowings under the Credit Facility for general corporate purposes, including working capital, development and acquisition activities, capital expenditures, repayment of indebtedness or other corporate activities. The Credit Facility matures on October 26, 2015, and may be extended, at the Company’s election, for two one-year terms to October 2017, subject to certain conditions. Borrowings under the Credit Facility bear interest at LIBOR plus a spread of 150 to 215 basis points, or the base rate, depending on the Company’s leverage ratio. As of December 31, 2013, $9,500,000 was outstanding under the Credit Facility bearing a weighted average interest rate of 3.75%, and $75,500,000 was available for borrowing (subject to customary conditions to borrowing).
 
 
33

 
In September 2013, the Operating Partnership entered into a $35,000,000 seven year unsecured term loan (“Unsecured Term Loan”), which is guaranteed by the Company. The Unsecured Term Loan includes an accordion feature providing the opportunity to borrow up to an additional $35,000,000 under the same loan agreement, subject to customary conditions. The Unsecured Term Loan matures on September 29, 2020. Borrowings under the Unsecured Term Loan bear interest at LIBOR plus a spread of 165 to 225 basis points depending on the Company’s leverage ratio. In conjunction with the closing of the loan, the Company entered into a seven year interest rate swap agreement resulting in a fixed interest rate of 3.85%, based on the current spread. The Company used the proceeds from the Unsecured Term Loan to pay down amounts outstanding under the Credit Facility.
 
The Credit Facility and the Unsecured Term Loan contain customary covenants, including, among others, financial covenants regarding debt levels, total liabilities, tangible net worth, fixed charge coverage, unencumbered borrowing base properties and permitted investments. We were in compliance with the covenant terms at December 31, 2013.
 
As of December 31, 2013, we had total mortgage indebtedness of $113,897,759 with a weighted average maturity of 5.5 years. Including our mortgages that have been swapped to a fixed interest rate, our weighted average interest rate on mortgage debt was 4.4%.
 
In December 2012, we closed on a $25 million secured financing with PNC Bank. The non-recourse loan is secured by 11 net leased properties. The interest rate has been swapped to a fixed rate of 2.49% and will mature in April 2018.
 
In addition, in December 2012, we closed on a $23.6 million secured Commercial Mortgage Backed Security “CMBS” financing with Morgan Stanley Mortgage Capital Holdings, LLC. The 10-year, non-recourse loan is secured by 12 net leased properties. The loan bears interest at a fixed rate of 3.60% and matures in January 2023.
 
In addition, we closed on an amended and restated $22.9 million term loan in June 2012 to replace our existing 3.74% term loan. The term loan will mature May 2019, inclusive of a two-year extension option, at our election, which is subject to customary conditions. We entered into a forward interest rate agreement to fix the interest rate at 3.62% for the period July 2013 until maturity.
 
The mortgage loans encumbering our properties are generally non-recourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan but generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. At December 31, 2013, mortgage debt of $22,017,758 is recourse debt and is secured by a limited guaranty of payment and performance by us for approximately 50% of the loan amount. We have entered into mortgage loans which are secured by multiple properties and contain cross-default and cross-collateralization provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that we default under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.
 
Capitalization
As of December 31, 2013, our total market capitalization was approximately $600.4 million. Market capitalization consisted of $158.4 million of debt (including mortgage notes payable, unsecured term loan and the Credit Facility), and $442.0 million of shares of common stock (based on the closing price on the NYSE of $29.02 per share on December 31, 2013) and OP units at market value. Our ratio of debt to total market capitalization was 26.4% at December 31, 2013.
 
At December 31, 2013, the noncontrolling interest in the Operating Partnership represented a 2.28% ownership in the Operating Partnership. The OP units may, under certain circumstances, be exchanged for our shares of common stock on a one-for-one basis. We, as sole general partner of the Operating Partnership, have the option to settle exchanged OP units held by others for cash based on the current trading price of our shares. Assuming the exchange of all OP units, there would have been 15,230,933 shares of common stock outstanding at December 31, 2013, with a market value of approximately $442.0 million.
 
 
34

 
We completed a follow-on offering of 1,495,000 shares of common stock in January/February of 2012.  The offering, which included the full exercise of the overallotment option by the underwriters, raised net proceeds of approximately $35.1 million after deducting the underwriting discount.  The proceeds from the offering were used to pay down amounts outstanding under the Credit Facility and for general corporate purposes.
 
We completed a follow-on offering of 1,725,000 shares of common stock in January of 2013.  The offering, which included the full exercise of the overallotment option by the underwriters, raised net proceeds of approximately $44.9 million after deducting the underwriting discount.  The proceeds from the offering were used to pay down amounts outstanding under the Credit Facility and for general corporate purposes.
 
We also completed a follow-on offering of 1,650,000 shares of common stock in November of 2013.  The offering raised net proceeds of approximately $48.8 million after deducting the underwriting discount.  The proceeds from the offering were used to pay down amounts outstanding under the Credit Facility and for general corporate purposes.
 
Contractual Obligations
The following table outlines our contractual obligations (in thousands), assuming no mortgage defaults, as of December 31, 2013:
 
 
 
 
 
 
 
 
 
 
 
Over
 
 
 
Total
 
Yr 1
 
2-3 Yrs
 
4-5 Yrs
 
5 Yrs
 
Mortgage Notes Payable
 
$
113,897
 
$
12,730
 
$
16,212
 
$
49,893
 
$
35,062
 
Unsecured Revolving Credit Facility
 
 
9,500
 
 
-
 
 
9,500
 
 
-
 
 
-
 
Unsecured Term Loan
 
 
35,000
 
 
 
 
 
 
 
 
 
 
 
35,000
 
Land Lease Obligations
 
 
10,359
 
 
416
 
 
832
 
 
826
 
 
8,285
 
Estimated Interest Payments on Mortgages and Notes Payable
 
 
32,499
 
 
6,369
 
 
10,900
 
 
7,358
 
 
7,872
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
201,255
 
$
19,515
 
$
37,444
 
$
58,077
 
$
86,219
 
 
Estimated interest payments are based on stated rates for Mortgage Notes Payable and the Unsecured Term Loan, and for the Credit Facility the interest rate in effect for the most recent quarter is assumed to be in effect through the respective maturity date.
 
We plan to begin construction of additional pre-leased developments and may acquire additional properties, which will initially be financed by the Credit Facility. We will periodically refinance short-term construction and acquisition financing with long-term debt, medium term debt and/or equity.
  
Off-Balance Sheet Arrangements
We do not engage in any off-balance sheet arrangements with unconsolidated entities or financial partnerships, such as structured finance or special purpose entities, that have or are reasonably likely to have a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditure or capital resources.
 
Inflation
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 our tenants certain operating costs, including real estate taxes, common area maintenance, utilities and insurance, thereby reducing our exposure to cost increases 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 term 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.
 
 
35

 
Funds from Operations
Funds From Operations (“FFO”) is defined by the National Association of Real Estate Investment Trusts, (“NAREIT”) to mean net income computed in accordance with U.S. generally accepted accounting principles (“GAAP”), excluding gains (or losses) from sales of property, plus real estate related depreciation and amortization, and any impairment charges on a depreciable real estate asset and after adjustments for unconsolidated partnerships and joint ventures. 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 predictably 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 use historical cost accounting is insufficient by itself.
 
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. Further, while we adhere to the NAREIT definition of FFO, our presentation of FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that not all REITS use the same definition.
 
Adjusted Funds from Operations (“AFFO”) is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. AFFO further adjusts FFO for certain non-cash items that reduce or increase net income in accordance with GAAP. AFFO should not be considered an alternative to net earnings, as an indication of our performance or to cash flow as a measure of liquidity or ability to make distributions. Management considers AFFO a useful supplemental measure of our performance. Our computation of AFFO may differ from the methodology for calculating AFFO used by other equity REITs, and therefore may not be comparable to such other REITS.
 
For 2011, we calculated FFO, as adjusted, and AFFO, as adjusted, which exclude from FFO and AFFO, respectively, certain non-recurring gain items that we do not believe are reasonably likely to occur within two years.
 
 
36

 
The following table provides a reconciliation of FFO and net income for the years ended December 31, 2013, 2012 and 2011:
 
 
 
Year Ended
 
 
 
December 31, 2013
 
December 31, 2012
 
December 31, 2011
 
Reconciliation of Funds from Operations to Net Income
 
 
 
 
 
 
 
 
 
 
Net income
 
$
20,189,611
 
$
18,603,594
 
$
9,889,537
 
Depreciation of real estate assets
 
 
6,930,145
 
 
5,726,319
 
 
6,005,270
 
Amortization of leasing costs
 
 
113,101
 
 
106,100
 
 
271,586
 
Amortization of lease intangibles
 
 
1,633,691
 
 
1,025,077
 
 
519,259
 
Impairment charge
 
 
450,000
 
 
-
 
 
13,500,000
 
Gain (loss) on sale of assets
 
 
(946,347)
 
 
(2,097,105)
 
 
(110,212)
 
Funds from Operations
 
$
28,370,201
 
$
23,363,985
 
$
30,075,440
 
 
 
 
 
 
 
 
 
 
 
 
Gain from extinguishment of debt
 
 
-
 
 
-
 
 
(2,360,000)
 
Deferred revenue recognition
 
 
-
 
 
-
 
 
(5,700,000)
 
Funds from Operations, as adjusted
 
$
28,370,201
 
$
23,363,985
 
$
22,015,440
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations Per Share - Diluted
 
$
2.10
 
$
2.03
 
$
3.00
 
Funds from Operations Per Share, as adjusted - Diluted
 
$
2.10
 
$
2.03
 
$
2.20
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average shares and OP units outstanding
 
 
 
 
 
 
 
 
 
 
Basic
 
 
13,413,526
 
 
11,418,937
 
 
9,984,984
 
Diluted
 
 
13,505,124
 
 
11,484,529
 
 
10,028,851
 
 
The following table provides a reconciliation of AFFO and net income for the years ended December 31, 2013, 2012 and 2011:
 
 
 
Year Ended
 
 
 
December 31, 2013
 
December 31, 2012
 
December 31, 2011
 
Reconciliation of Adjusted Funds from Operations to Net Income
 
 
 
 
 
 
 
 
 
 
Net income
 
$
20,189,611
 
$
18,603,594
 
$
9,889,537
 
Cumulative adjustments to calculate FFO
 
 
8,180,590
 
 
4,760,391
 
 
20,185,903
 
Funds from Operations
 
$
28,370,201
 
$
23,363,985
 
$
30,075,440
 
Straight-line accrued rent
 
 
(1,148,462)
 
 
(738,118)
 
 
(263,178)
 
Deferred revenue recognition
 
 
(463,380)
 
 
(463,380)
 
 
(6,416,188)
 
Stock based compensation expense
 
 
1,812,532
 
 
1,657,209
 
 
1,364,280
 
Amortization of financing costs
 
 
326,238
 
 
285,385
 
 
122,204
 
Capitalized building improvements
 
 
(87,018)
 
 
(170,858)
 
 
(74,624)
 
Adjusted Funds from Operations
 
$
28,810,111
 
$
23,934,223
 
$
24,807,934
 
 
 
 
 
 
 
 
 
 
 
 
Gain on extinguishment of debt
 
 
-
 
 
-
 
 
(2,360,000)
 
Adjusted Funds from Operations, as adjusted
 
$
28,810,111
 
$
23,934,223
 
$
22,447,934
 
 
 
 
 
 
 
 
 
 
 
 
Additional supplemental disclosure
 
 
 
 
 
 
 
 
 
 
Scheduled principal repayments
 
$
3,478,384
 
$
3,164,654
 
$
3,574,834
 
Capitalized interest
 
$
566,753
 
$
149,054
 
$
-
 
 
 
37

 
Quantitative and Qualitative Disclosures About Market Risk
 
We are exposed to interest rate risk primarily through our 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 outstanding debt, by year of expected maturity, to evaluate the expected cash flows and sensitivity to interest rate changes, assuming no mortgage defaults.
 
 
 
2014
 
 
2015
 
 
2016
 
 
2017
 
 
2018
 
 
Thereafter
 
 
Total
 
Mortgage Notes Payable
 
$
12,730
 
 
$
3,692
 
 
$
12,520
 
 
$
22,490
 
 
$
27,403
 
 
$
35,062
 
 
$
113,897
 
Average Interest Rate
 
 
5.36
%
 
 
6.13
%
 
 
6.43
%
 
 
3.94
%
 
 
2.86
%
 
 
4.50
%
 
 
-
 
Unsecured Revolving Credit Facility
 
 
-
 
 
$
9,500
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
$
9,500
 
Average Interest Rate
 
 
-
 
 
 
1.90
%
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
Unsecured Term Loan
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
$
35,000
 
 
$
35,000
 
Average Interest Rate
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
3.85
%
 
 
-
 
 
The fair value (in thousands) is estimated at $108,385 and $32,728, for mortgage notes payable and unsecured term loan, respectively, as of December 31, 2013.
 
The table above incorporates those exposures that exist as of December 31, 2013; it does not consider those exposures or positions, 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 seek to limit the impact of interest rate changes on earnings and cash flows and to lower the overall borrowing costs by closely monitoring our variable rate debt and converting such debt to fixed rates when we deem such conversion advantageous. From time to time, we may enter into interest rate swap agreements or other interest rate hedging contracts. While these agreements are intended to lessen the impact of rising interest rates, they also expose us to the risks that the other parties to the agreements will not perform, we could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly-effective cash flow hedges under GAAP guidance.
 
We entered into an interest rate swap agreement in 2009 to hedge interest rates on $24.5 million in variable-rate borrowings outstanding. Under the terms of the interest rate swap agreement, we received from the counterparty interest on the notional amount based on 1.5% plus one-month LIBOR and paid to the counterparty a fixed rate of 3.744%. This swap effectively converted $24.5 million of variable-rate borrowings to fixed-rate borrowings to June 30, 2013. In April 2012, we entered into a forward starting interest rate swap agreement, for the same variable rate loan, to hedge interest rates on $22.3 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, we will receive from the counterparty interest on the notional amount based on one-month LIBOR and will pay to the counterparty a fixed rate of 1.92%. This swap effectively converted $22.3 million of variable-rate borrowings to fixed-rate borrowings from July 1, 2013 to May 1, 2019. As of December 31, 2013, this interest rate swap was valued at a liability of $204,696.
 
On December 4, 2012, the Company entered into interest rate swap agreements for a notional amount of $25,000,000, effective December 6, 2012 and ending on April 4, 2018. The Company entered into these derivative instruments to hedge against changes in future cash flows related to changes in interest rates on $25,000,000 of variable rate borrowings outstanding. Under the terms of the interest rate swap agreements, the Company will receive from the counterparty interest on the notional amount based on one month LIBOR and will pay to the counterparty a fixed rate of .885%. This swap effectively converted $25,000,000 of variable-rate borrowings to fixed-rate borrowings beginning on December 6, 2012 and through April 4, 2018. As of December 31, 2013, this interest rate swap was valued at an asset of $499,893.
 
 
38

 
On September 30, 2013, the Company entered into an interest rate swap agreement for a notional amount of $35,000,000, effective October 3, 2013 and ending on September 29, 2020. The Company entered into this derivative instrument to hedge against changes in future cash flows related to changes in interest rates on $35,000,000 of variable rate borrowings outstanding. Under the terms of the interest rate swap agreement, the Company will receive from the counterparty interest on the notional amount based on one-month LIBOR and will pay to the counterparty a fixed rate of 2.197%. This swap effectively converted $35,000,000 of variable-rate borrowings to fixed-rate borrowings beginning on October 3, 2013 and through September 29, 2020. As of December 31, 2013, this interest rate swap was valued at an asset of $179,341.
 
We do not use derivative instruments for trading or other speculative purposes and we did not have any other derivative instruments or hedging activities as of December 31, 2013.
 
As of December 31, 2013, a 100 basis point increase in interest rates on the portion of our debt bearing interest at variable rates would result in an increase in interest expense of approximately $95,000.
 
 
39

 
Financial Statements and Supplementary Data
 
The financial statements and supplementary data are listed in the Index to Financial Statements and Financial Statement Schedules appearing on Page F-1 of this Annual Report on Form 10-K and are included in this Annual Report on Form 10-K following page F-1.
 
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
 
There are no disagreements with our independent registered public accounting firm on accounting matters or financial disclosure.
 
Controls and Procedures
 
Disclosure Controls and Procedures
As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act). Based on this evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures are 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.
 
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a15-(f) and 15d-15(f) under the Securities Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:
 
1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company;
2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Under the supervision of our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and those criteria, our management believes that we maintained effective internal control over financial reporting as of December 31, 2013.
 
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
Attestation Report of Independent Registered Public Accounting Firm
The attestation report required under this item is contained on page F-2 of this Annual Report on Form 10-K.
 
Item 9B:                Other Information
 
None.
 
 
40

 
PART III
 
Directors, Executive Officers and Corporate Governance
 
Incorporated herein by reference to our definitive proxy statement with respect to our 2014 Annual Meeting of Stockholders.
 
Item 11:
Executive Compensation
 
Incorporated herein by reference to our definitive proxy statement with respect to our 2014 Annual Meeting of Stockholders.
 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The following table summarizes the equity compensation plan under which our common stock may be issued as of December 31, 2013.
 
 
 
 
 
 
 
Number of Securities
 
 
 
 
 
 
 
Remaining Available for
 
 
 
Number of Securities to be
 
 
 
Future Issuance Under
 
 
 
Issued Upon Exercise of
 
Weighted Average Exercise
 
Equity Compensation Plans
 
 
 
Outstanding Options,
 
Price of Outstanding Options, .
 
(Excluding Securities
 
 
 
Warrants and Rights
 
Warrant and Rights
 
Reflected in Column (a))
 
Plan Category
 
(a)
 
(b)
 
(c)
 
Equity Compensation Plans Approved by Security Holders
 
-
 
-
 
408,826
(1)
Equity Compensation Plans Not Approved by Security Holders
 
-
 
-
 
-
 
 
 
 
 
 
 
 
 
Total
 
-
 
-
 
408,826
 
(1) Relates to various stock-based awards available for issuance under our 2005 Equity Incentive Plan, including incentive stock options, non-qualified stock options, stock appreciation rights, deferred stock awards, restricted stock awards, unrestricted stock awards, and dividend equivalent rights.
 
Additional information is incorporated herein by reference to our definitive proxy statement with respect to our 2014 Annual Meeting of Stockholders.
 
Certain Relationships, Related Transactions and Director Independence
 
Incorporated herein by reference to our definitive proxy statement with respect to our 2014 Annual Meeting of Stockholders.
 
Item 14:
Principal Accounting Fees and Services
 
Incorporated herein by reference to our definitive proxy statement with respect to our 2014 Annual Meeting of Stockholders.
 
 
41

 
PART IV
 
Exhibits and Financial Statement Schedules
 
A.
 
The following documents are filed as part of this Annual Report on Form 10-K:
 
1 - 2.
The financial statements and supplementary data are listed in the Index to Financial Statements and Financial Statement Schedules appearing on Page F-1 of this Annual Report on Form 10-K.
 
 
 
 
3.
Exhibits
 
Exhibit No.
 
Description
3.1
 
Articles of Incorporation of the Company, including all amendments and articles supplementary thereto, (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (No. 001-12928) for the quarter ended June 30, 2013)
 
 
 
3.2
 
Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 8-K (No. 001-12928) filed on May 9, 2013)
 
 
 
4.1
 
Rights Agreement, dated as of December 7, 1998, by and between Agree Realty Corporation, a Maryland corporation, and Computershare Trust Company, N.A., f/k/a EquiServe Trust Company, N.A., a national banking association, as successor rights agent to BankBoston, N.A., a national banking association (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (No. 333-161520) filed on November 13, 2008)
 
 
 
4.2
 
Second Amendment to Rights Agreement, dated as of December 8, 2008, by and between Agree Realty Corporation, a Maryland corporation, and Computershare Trust Company, N.A., f/k/a EquiServe Trust Company, N.A., a national banking association, as successor rights agent to BankBoston, N.A., a national banking association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (No. 001-12928) filed on December 9, 2008)
 
 
 
4.3
 
Amended and Restated Registration Rights Agreement, dated July 8, 1994 by and among the Company, Richard Agree, Edward Rosenberg and Joel Weiner (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K (No. 001-12928) for the year ended December 31, 1994)
 
 
 
4.4
 
Form of certificate representing shares of common stock (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 (No. 333-161520) filed on August 24, 2009
 
 
 
10.1
 
Credit Agreement, dated October 26, 2011, among Agree Limited Partnership, as the Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated and PNC Capital Markets LLC as Joint Lead Arrangers and Joint Book Managers, PNC Bank, National Association as Syndication Agent (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K (No. 001-12928) for the year ended December 31, 2011)
 
 
 
10.2
 
First Amendment to Credit Agreement, dated December 13, 2012, among Agree Limited Partnership, Bank of America and the other lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K (No. 001-12928) for the year ended December 31, 2012)
 
 
 
10.3
 
First Amended and Restated Agreement of Limited Partnership of Agree Limited Partnership, dated as of April 22, 1994, as amended by and among the Company, Richard Agree, Edward Rosenberg and Joel Weiner (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K (No. 001-12928) for the year ended December 31, 2012)
 
 
 
10.4
 
 Second Amendment to Credit Agreement, dated September 30, 2013, among Agree Limited Partnership, Bank of America, N.A. and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2013)
 
 
 
10.5+
 
Agree Realty Corporation Profit Sharing Plan (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K (No. 001-12928) for the year ended December 31, 1996)
 
10.6+
 
Amended Employment Agreement, dated January 1, 2013, by and between the Company and Richard Agree (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K (No. 001-12928) for the year ended December 31, 2012)
 
 
 
10.7+
 
Amended Employment Agreement, dated January 1, 2013, by and between the Company and Joey Agree (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K (No. 001-12928) for the year ended December 31, 2012)
 
 
 
10.8+
 
Letter Agreement of Employment dated July 8, 2010 between Agree Limited Partnership and Alan Maximiuk (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 001-12928) filed on November 8, 2010)
 
 
 
10.9+
 
Letter Agreement of Employment dated April 5, 2010 between Agree Limited Partnership and Laith Hermiz (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 001-12928) filed on April 6, 2010)
 
 
 
10.10+
 
Letter Agreement of Employment dated January 2, 2014 between Agree Limited Partnership and Brian R. Dickman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 001-12928) filed on January 6, 2014)
 
 
 
10.11+
 
2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K (No. 001-12928) for the year ended December 31, 2004)
 
10.12+
 
Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K (No. 001-12928) for the year ended December 31, 2007)
 
 
 
10.13+
 
Summary of Director Compensation (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K (No. 001-12928) for the year ended December 31, 2007)
 
 
 
12.1*
 
Statement of computation of ratios of earnings to combined fixed charges and preferred stock dividends
 
 
 
21*
 
Subsidiaries of Agree Realty Corporation
 
 
 
23.1*
 
Consent of Grant Thornton LLP
 
 
 
23.2*
 
Consent of Baker Tilly Virchow Krause, LLP
 
 
 
24
 
Power of Attorney (included on the signature page of this Annual Report on Form 10-K)
 
 
 
31.1*
 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Joel N. Agree, Chief Executive Officer
 
31.2*
 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Brian R. Dickman, Chief Financial Officer
 
 
 
32.1*
 
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Joel N. Agree, Chief Executive Officer
  
 
  
32.2*
 
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Brian R. Dickman, Chief Financial Officer
 
 
 
101*
 
The following materials from Agree Realty Corporation’s Annual Report on Form 10-K for the year ended December 31, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income, (iii) the Consolidated Statement of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) related notes to these consolidated financial statements, tagged as blocks of text
 
 
 
 
 
As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934
*              Filed herewith.
+              Management contract or compensatory plan or arrangement.
 
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the registrant has not filed debt instruments relating to long-term debt that is not registered and for which the total amount of securities authorized thereunder does not exceed 10% of total assets of the registrant and its subsidiaries on a consolidated basis as of December 31, 2013. The registrant agrees to furnish a copy of such agreements to the SEC upon request.
 
15(b)      The Exhibits listed in Item 15(a)(3) are hereby filed with this Annual Report on Form 10-K.
15(c) The financial statement schedule listed at Item 15(a)(2) is hereby filed with this Annual Report on Form 10-K.
 
 
42

 
SIGNATURES
 
PURSUANT to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
AGREE REALTY CORPORATION
 
By:
/s/ Joel N. Agree
 
Date: March 7, 2014
 
Joel N. Agree
 
 
 
President and Chief Executive Officer
 
 
 
 
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of Agree Realty Corporation, hereby severally constitute Richard Agree, Joel N. Agree and Brian R. Dickman, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Annual Report on Form 10-K filed herewith and any and all amendments to said Annual Report on Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Agree Realty Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Annual Report on Form 10-K and any and all amendments thereto.
 
PURSUANT to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 7th day of March 2014.
 
By:
/s/ Richard Agree
 
Date: March 7, 2014
 
Richard Agree
 
 
 
Executive Chairman of the Board of Directors
 
 
 
 
 
 
By:
/s/ Joel N. Agree
 
Date: March 7, 2014
 
Joel N. Agree
 
 
 
President, Chief Executive Officer and Director
 
 
 
 
 
 
By:
/s/ Brian R. Dickman
 
Date: March 7, 2014
 
Brian R. Dickman
 
 
 
Chief Financial Officer and Secretary
 
 
 
(Principal Financial and Accounting Officer)
 
 
 
 
 
 
By:
/s/ Farris G. Kalil
 
Date: March 7, 2014
 
Farris G. Kalil
 
 
 
Director
 
 
 
 
 
 
By:
/s/ Michael Rotchford
 
Date: March 7, 2014
 
Michael Rotchford
 
 
 
Director
 
 
 
 
 
 
By:
/s/ William S. Rubenfaer
 
Date: March 7, 2014
 
William S. Rubenfaer
 
 
 
Director
 
 
 
 
 
 
By:
/s/ Gene Silverman
 
Date: March 7, 2014
 
Gene Silverman
 
 
 
Director
 
 
 
 
 
 
By:
/s/ Leon M. Schurgin
 
Date: March 7, 2014
 
Leon M. Schurgin
 
 
 
Director
 
 
 
 
 
 
By:
/s/ John Rakolta
 
Date: March 7, 2014
 
John Rakolta Jr.
 
 
 
Director
 
 
 
 
43

 
 
Page
Reports of Independent Registered Public Accounting Firms
F-2
 
 
Financial Statements
 
 
 
Consolidated Balance Sheets
F-5
Consolidated Statements of Operations and Comprehensive Income
F-7
Consolidated Statements of Stockholders’ Equity
F-8
Consolidated Statements of Cash Flows
F-9
 
 
Notes to Consolidated Financial Statements
F-10
 
 
Schedule III - Real Estate and Accumulated Depreciation
F-27
 
 
F-1

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
Board of Directors and Shareholders
Agree Realty Corporation
 
We have audited the internal control over financial reporting of Agree Realty Corporation (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2013, based on criteria established in the 1992 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in the 1992 Internal Control—Integrated Framework issued by COSO.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Company as of and for the year ended December 31, 2013, and our report dated March 7, 2014 expressed an unqualified opinion on those financial statements.
 
/s/ GRANT THORNTON LLP
Southfield, Michigan
March 7, 2014
 
 
F-2

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
Board of Directors and Shareholders
Agree Realty Corporation
 
We have audited the accompanying consolidated balance sheet of Agree Realty Corporation (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2013, and the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for the period ended December 31, 2013. Our audit of the basic consolidated financial statements included the financial statement schedule listed in the index appearing under Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Agree Realty Corporation and subsidiaries as of December 31, 2013, and the results of their operations and their cash flows for the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013, based on criteria established in the 1992 Internal Control—Integrated Framework  issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 7, 2014 expressed unqualified opinion.
 
/s/ GRANT THORNTON LLP
Southfield, Michigan
March 7, 2014
 
 
F-3

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Shareholders, Audit Committee and Board of Directors
Agree Realty Corporation
Farmington Hills, MI
 
We have audited the accompanying consolidated balance sheet of Agree Realty Corporation as of December 31, 2012, and the related consolidated statements of operations and comprehensive income, stockholders' equity, and cash flows for the years ended December 31, 2012, and 2011.  We also have audited Agree Realty Corporation's internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  The company's management is responsible for these consolidated financial statements, the financial statement schedule, for maintaining effective internal control of financial reporting, and for its assessment of the effectiveness of internal control over financial reporting.  Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the company's internal control over financial reporting based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audit of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audits provide a reasonable basis for our opinion.
 
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.  A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the consolidated financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Agree Realty Corporation as of December 31, 2012 and the results of its operations and cash flows for the years ended December 31, 2012, and 2011, in conformity with accounting principles generally accepted in the United States of America.   Also in our opinion, Agree Realty Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
 
/s/ Baker Tilly Virchow Krause, LLP
Chicago, Illinois
March 8, 2013 (March 7, 2014, as to the effects of discontinued operations discussed in Note 14)
 
 
F-4

 
   
AGREE REALTY CORPORATION
CONSOLIDATED BALANCE SHEETS
As of December 31,
 
 
 
2013
 
2012
 
ASSETS
 
 
 
 
 
 
 
Real Estate Investments
 
 
 
 
 
 
 
Land
 
$
162,096,646
 
$
134,740,784
 
Buildings
 
 
297,464,585
 
 
240,204,708
 
Less accumulated depreciation
 
 
(60,633,824)
 
 
(58,508,881)
 
 
 
 
398,927,407
 
 
316,436,611
 
Property under development
 
 
6,959,174
 
 
18,980,779
 
Property held for sale
 
 
4,845,504
 
 
4,537,752
 
 
 
 
 
 
 
 
 
Net Real Estate Investments
 
 
410,732,085
 
 
339,955,142
 
 
 
 
 
 
 
 
 
Cash and Cash Equivalents
 
 
14,536,881
 
 
1,270,027
 
 
 
 
 
 
 
 
 
Accounts Receivable - Tenants, net of allowance of $35,000 for possible losses at December 31, 2013 and 2012, respectively
 
 
3,262,768
 
 
2,160,055
 
 
 
 
 
 
 
 
 
Unamortized Deferred Expenses
 
 
 
 
 
 
 
Financing costs, net of accumulated amortization of $7,009,538 and $6,273,113 at December 31, 2013 and 2012, respectively
 
 
2,526,768
 
 
2,864,314
 
 
 
 
 
 
 
 
 
Leasing costs, net of accumulated amortization of $1,425,186 and $1,312,085 at December 31, 2013 and 2012, respectively
 
 
758,037
 
 
687,828
 
 
 
 
 
 
 
 
 
Lease intangibles, net of accumulated amortization of $3,228,506 and $1,594,815 at December 31, 2013 and 2012, respectively
 
 
27,705,499
 
 
21,342,122
 
 
 
 
 
 
 
 
 
Other Assets
 
 
3,219,505
 
 
1,813,344
 
 
 
 
 
 
 
 
 
Total Assets
 
$
462,741,543
 
$
370,092,832
 
 
See accompanying notes to consolidated financial statements.
 
 
F-5

 
AGREE REALTY CORPORATION
CONSOLIDATED BALANCE SHEETS
As of December 31,
 
 
 
2013
 
2012
 
LIABILITIES
 
 
 
 
 
 
 
Notes Payable:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgages Notes Payable
 
$
113,897,759
 
$
117,376,142
 
 
 
 
 
 
 
 
 
Unsecured Revolving Credit Facility
 
 
9,500,000
 
 
43,530,005
 
 
 
 
 
 
 
 
 
Unsecured Term Loan
 
 
35,000,000
 
 
-
 
 
 
 
 
 
 
 
 
Total Notes Payable
 
 
158,397,759
 
 
160,906,147
 
 
 
 
 
 
 
 
 
Dividends and Distributions Payable
 
 
6,243,933
 
 
4,710,446
 
 
 
 
 
 
 
 
 
Deferred Revenue
 
 
1,467,403
 
 
1,930,783
 
 
 
 
 
 
 
 
 
Accrued Interest Payable
 
 
470,862
 
 
335,416
 
 
 
 
 
 
 
 
 
Accounts Payable and Accrued Expense
 
 
 
 
 
 
 
Capital expenditures
 
 
144,074
 
 
122,080
 
Operating
 
 
2,851,612
 
 
2,015,367
 
 
 
 
 
 
 
 
 
Interest Rate Swap
 
 
204,696
 
 
1,337,998
 
 
 
 
 
 
 
 
 
Deferred Income Taxes
 
 
705,000
 
 
705,000
 
 
 
 
 
 
 
 
 
Tenant Deposits
 
 
40,647
 
 
64,461
 
 
 
 
 
 
 
 
 
Total Liabilities
 
 
170,525,986
 
 
172,127,698
 
 
 
 
 
 
 
 
 
Commitments and Contingencies
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
Common stock, $.0001 par value, 28,000,000 and
    15,850,000 shares authorized, 14,883,314 and 11,436,044
    shares issued and outstanding, respectively
 
 
1,488
 
 
1,144
 
Excess stock, $.0001 par value, 8,000,000 and 4,000,000 shares
    authorized, 0 shares issued and outstanding, respectively
 
 
-
 
 
-
 
Preferred Stock, $.0001 par value per share, 4,000,000
    and 150,000 shares authorized, respectively
 
 
 
 
 
 
 
Series A junior participating preferred stock, $.0001 par value,
    200,000 and 150,000 shares authorized 0 shares issued
    and outstanding, respectively
 
 
-
 
 
-
 
Additional paid-in-capital
 
 
312,974,162
 
 
217,768,918
 
Deficit
 
 
(23,879,151)
 
 
(21,166,509)
 
Accumulated other comprehensive income (loss)
 
 
471,717
 
 
(1,294,267)
 
 
 
 
 
 
 
 
 
Total Stockholders' Equity - Agree Realty Corporation
 
 
289,568,216
 
 
195,309,286
 
Non-controlling interest
 
 
2,647,341
 
 
2,655,848
 
Total Stockholders' Equity
 
 
292,215,557
 
 
197,965,134
 
Total Liabilities and Stockholders' Equity
 
$
462,741,543
 
$
370,092,832
 
 
See accompanying notes to consolidated financial statements.
 
 
F-6

 
AGREE REALTY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Year Ended December 31,
 
 
 
2013
 
2012
 
2011
 
Revenues
 
 
 
 
 
 
 
 
 
 
Minimum rents
 
$
40,895,131
 
$
32,568,972
 
$
27,418,946
 
Percentage rents
 
 
36,074
 
 
24,474
 
 
30,912
 
Operating cost reimbursement
 
 
2,567,457
 
 
1,970,927
 
 
1,768,094
 
Development fee income
 
 
-
 
 
-
 
 
894,693
 
Other income
 
 
19,002
 
 
59,989
 
 
150,436
 
 
 
 
 
 
 
 
 
 
 
 
Total Revenues
 
 
43,517,664
 
 
34,624,362
 
 
30,263,081
 
 
 
 
 
 
 
 
 
 
 
 
Operating Expenses
 
 
 
 
 
 
 
 
 
 
Real estate taxes
 
 
2,035,937
 
 
1,785,917
 
 
1,699,180
 
Property operating expenses
 
 
1,192,538
 
 
967,747
 
 
1,048,341
 
Land lease payments
 
 
427,900
 
 
574,300
 
 
721,300
 
General and administrative
 
 
5,952,433
 
 
5,681,828
 
 
5,661,912
 
Depreciation and amortization
 
 
8,489,207
 
 
6,240,727
 
 
5,199,624
 
Impairment charge
 
 
-
 
 
-
 
 
600,000
 
 
 
 
 
 
 
 
 
 
 
 
Total Operating Expenses
 
 
18,098,015
 
 
15,250,519
 
 
14,930,357
 
 
 
 
 
 
 
 
 
 
 
 
Income from Operations
 
 
25,419,649
 
 
19,373,843
 
 
15,332,724
 
 
 
 
 
 
 
 
 
 
 
 
Other Income (Expense)
 
 
 
 
 
 
 
 
 
 
Interest expense, net
 
 
(6,474,727)
 
 
(5,134,283)
 
 
(3,956,818)
 
Gain on extinguishment of debt
 
 
-
 
 
-
 
 
2,360,231
 
 
 
 
 
 
 
 
 
 
 
 
Income From Continuing Operations
 
 
18,944,922
 
 
14,239,560
 
 
13,736,137
 
 
 
 
 
 
 
 
 
 
 
 
Discontinued Operations
 
 
 
 
 
 
 
 
 
 
Gain on sale of assets from discontinued operations
 
 
946,347
 
 
2,097,105
 
 
110,212
 
Income/(loss) from discontinued operations
 
 
298,342
 
 
2,266,929
 
 
(3,956,812)
 
 
 
 
 
 
 
 
 
 
 
 
Net Income
 
 
20,189,611
 
 
18,603,594
 
 
9,889,537
 
 
 
 
 
 
 
 
 
 
 
 
Less Net Income Attributable to Non-Controlling Interest
 
 
515,036
 
 
554,150
 
 
338,395
 
 
 
 
 
 
 
 
 
 
 
 
Net Income Attributable to Agree Realty Corporation
 
$
19,674,575
 
$
18,049,444
 
$
9,551,142
 
 
 
 
 
 
 
 
 
 
 
 
Basic Earnings (Loss) Per Share
 
 
 
 
 
 
 
 
 
 
Continuing operations
 
$
1.41
 
$
1.25
 
$
1.38
 
Discontinued operations
 
 
0.10
 
 
0.38
 
 
(0.39)
 
 
 
$
1.51
 
$
1.63
 
$
0.99
 
Diluted Earnings (Loss) Per Share
 
 
 
 
 
 
 
 
 
 
Continuing operations
 
$
1.40
 
$
1.24
 
$
1.37
 
Discontinued operations
 
 
0.10
 
 
0.38
 
 
(0.38)
 
 
 
$
1.50
 
$
1.62
 
$
0.99
 
 
 
 
 
 
 
 
 
 
 
 
Other Comprehensive Income
 
 
 
 
 
 
 
 
 
 
Net income
 
$
20,189,611
 
$
18,603,594
 
$
9,889,537
 
Other Comprehensive Income (Loss)
 
 
1,812,535
 
 
(708,538)
 
 
163,751
 
Total Comprehensive Income
 
 
22,002,146
 
 
17,895,056
 
 
10,053,288
 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive Income Attributable to Non-Controlling Interest
 
 
(561,587)
 
 
(533,311)
 
 
(343,979)
 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive Income Attributable to Agree Realty Corporation
 
$
21,440,559
 
$
17,361,745
 
$
9,709,309
 
 
 
 
 
 
 
 
 
 
 
 
Weighted Average Number of Common Shares: Outstanding - Basic
 
 
13,065,907
 
 
11,071,318
 
 
9,637,365
 
 
 
 
 
 
 
 
 
 
 
 
Weighted Average Number of Common Shares: Outstanding - Dilutive
 
 
13,157,505
 
 
11,136,910
 
 
9,681,232
 
 
See accompanying notes to consolidated financial statements.
 
 
F-7

 
AGREE REALTY CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
 
 
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
 
 
 
 
 
 
Other
 
Non-
 
 
 
 
 
 
 
Additional
 
 
 
Comprehensive
 
Controlling
 
 
 
Shares
 
Amount
 
Paid-In Capital
 
Deficit
 
Income (Loss)
 
Interest
 
Balance, January 1, 2011
 
9,759,014
 
 
976
 
 
179,705,353
 
 
(14,702,252)
 
 
(764,735)
 
 
2,890,934
 
Issuance of restricted stock under the Equity
    Incentive Plan
 
105,050
 
 
10
 
 
 
 
 
 
 
 
 
 
 
 
 
Forfeiture of restricted stock
 
(12,150)
 
 
(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
Vesting of restricted stock
 
 
 
 
 
 
 
1,364,280
 
 
 
 
 
 
 
 
 
 
Dividends and distributions declared for the period
    $1.60 per share
 
 
 
 
 
 
 
 
 
 
(15,767,384)
 
 
 
 
 
(556,188)
 
Other comprehensive income (loss) - change in fair
    value of interest rate swap
 
 
 
 
 
 
 
 
 
 
 
 
 
158,167
 
 
5,584
 
Net income
 
 
 
 
 
 
 
 
 
 
9,551,142
 
 
 
 
 
338,395
 
Balance, December 31, 2011
 
9,851,914
 
 
985
 
 
181,069,633
 
 
(20,918,494)
 
 
(606,568)
 
 
2,678,725
 
Issuance of common stock, net of issuance costs
 
1,495,000
 
 
150
 
 
35,042,076
 
 
 
 
 
 
 
 
 
 
Issuance of restricted stock under the Equity
    Incentive Plan
 
94,850
 
 
9
 
 
 
 
 
 
 
 
 
 
 
 
 
Forfeiture of restricted stock
 
(5,720)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Vesting of restricted stock
 
 
 
 
 
 
 
1,657,209
 
 
 
 
 
 
 
 
 
 
Dividends and distributions declared for the period
    $1.60 per share
 
 
 
 
 
 
 
 
 
 
(18,297,459)
 
 
 
 
 
(556,188)
 
Other comprehensive income (loss) - change in fair
    value of interest rate swap
 
 
 
 
 
 
 
 
 
 
 
 
 
(687,699)
 
 
(20,839)
 
Net income
 
 
 
 
 
 
 
 
 
 
18,049,444
 
 
 
 
 
554,150
 
Balance, December 31, 2012
 
11,436,044
 
$
1,144
 
$
217,768,918
 
$
(21,166,509)
 
$
(1,294,267)
 
$
2,655,848
 
Issuance of common stock, net of issuance costs
 
3,375,000
 
 
337
 
 
93,392,712
 
 
 
 
 
 
 
 
 
 
Issuance of restricted stock under the Equity
    Incentive Plan
 
87,950
 
 
9
 
 
 
 
 
 
 
 
 
 
 
 
 
Forfeiture of restricted stock
 
(15,680)
 
 
(2)
 
 
 
 
 
 
 
 
 
 
 
 
 
Vesting of restricted stock
 
 
 
 
 
 
 
1,812,532
 
 
 
 
 
 
 
 
 
 
Dividends and distributions declared for the period
    $1.64 per share
 
 
 
 
 
 
 
 
 
 
(22,387,217)
 
 
 
 
 
(570,094)
 
Other comprehensive income (loss) - change in fair
    value of interest rate swap
 
 
 
 
 
 
 
 
 
 
 
 
 
1,765,984
 
 
46,551
 
Net income
 
 
 
 
 
 
 
 
 
 
19,674,575
 
 
 
 
 
515,036
 
Balance, December 31, 2013
 
14,883,314
 
$
1,488
 
$
312,974,162
 
$
(23,879,151)
 
$
471,717
 
$
2,647,341
 
 
See accompanying notes to consolidated financial statements.
 
 
F-8

 
AGREE REALTY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
 
 
 
2013
 
2012
 
2011
 
Cash Flows from Operating Activities
 
 
 
 
 
 
 
 
 
 
Net income
 
$
20,189,611
 
$
18,603,594
 
$
9,889,537
 
Adjustments to reconcile net income to net cash provided by operating activities
 
 
 
 
 
 
 
 
 
 
Depreciation
 
 
6,996,741
 
 
5,792,281
 
 
6,055,225
 
Amortization
 
 
2,483,217
 
 
1,712,530
 
 
1,105,087
 
Stock-based compensation
 
 
1,812,532
 
 
1,657,209
 
 
1,364,280
 
Impairment charge
 
 
450,000
 
 
-
 
 
13,500,000
 
Gain on extinguishment of debt
 
 
-
 
 
-
 
 
(2,360,231)
 
Gain on sale of assets
 
 
(946,347)
 
 
(2,097,105)
 
 
(110,212)
 
(Increase) decrease in accounts receivable
 
 
(1,102,713)
 
 
(1,358,374)
 
 
528,448
 
(Increase) decrease in other assets
 
 
(780,069)
 
 
(864,294)
 
 
8,072
 
(Decrease) increase in accounts payable
 
 
838,515
 
 
(1,358,147)
 
 
1,951,420
 
Decrease in deferred revenue
 
 
(463,380)
 
 
(463,380)
 
 
(6,951,591)
 
Increase (decrease) in accrued interest
 
 
135,446
 
 
(398,779)
 
 
513,041
 
Increase (decrease) in tenant deposits
 
 
(23,814)
 
 
(19,814)
 
 
3,873
 
 
 
 
 
 
 
 
 
 
 
 
Net Cash Provided by Operating Activities
 
 
29,589,739
 
 
21,205,721
 
 
25,496,949
 
 
 
 
 
 
 
 
 
 
 
 
Cash Flows from Investing Activities
 
 
 
 
 
 
 
 
 
 
Acquisition of real estate investments
 
 
(75,920,083)
 
 
(64,166,390)
 
 
(35,657,158)
 
Development of real estate investments and other (including capitalized
    interest of $566,793 in 2013, $149,054 in 2012, and $0 in 2011)
 
 
(14,619,386)
 
 
(20,349,688)
 
 
(1,456,455)
 
Payment of leasing costs
 
 
(183,310)
 
 
(55,960)
 
 
(197,259)
 
Net proceeds from sale of assets
 
 
5,462,280
 
 
15,315,728
 
 
8,058,520
 
 
 
 
 
 
 
 
 
 
 
 
Net Cash Used In Investing Activities
 
 
(85,260,499)
 
 
(69,256,310)
 
 
(29,252,352)
 
 
 
 
 
 
 
 
 
 
 
 
Cash Flows from Financing Activities
 
 
 
 
 
 
 
 
 
 
Proceeds from common stock offering, net
 
 
93,393,056
 
 
35,042,235
 
 
-
 
Unsecured revolving credit facility borrowings
 
 
106,189,924
 
 
101,220,945
 
 
119,244,291
 
Unsecured revolving credit facility repayments
 
 
(140,219,929)
 
 
(114,134,838)
 
 
(91,180,647)
 
Mortgage notes payable proceeds
 
 
-
 
 
48,640,000
 
 
-
 
Payments of mortgage notes payable
 
 
(3,478,383)
 
 
(3,164,654)
 
 
(4,229,352)
 
Term loan payable proceeds
 
 
35,000,000
 
 
-
 
 
-
 
Dividends paid
 
 
(20,859,476)
 
 
(17,663,808)
 
 
(16,803,705)
 
Limited partners' distributions paid
 
 
(566,619)
 
 
(556,188)
 
 
(594,427)
 
Repayments of payables for capital expenditures
 
 
(122,080)
 
 
(424,321)
 
 
(286,078)
 
Payments for financing costs
 
 
(398,879)
 
 
(1,641,418)
 
 
(985,297)
 
 
 
 
 
 
 
 
 
 
 
 
Net Cash Provided by Financing Activities
 
 
68,937,614
 
 
47,317,953
 
 
5,164,785
 
 
 
 
 
 
 
 
 
 
 
 
Net Increase (Decrease) in Cash and Cash Equivalents
 
 
13,266,854
 
 
(732,636)
 
 
1,409,382
 
Cash and Cash Equivalents, beginning of period
 
 
1,270,027
 
 
2,002,663
 
 
593,281
 
Cash and Cash Equivalents, end of period
 
$
14,536,881
 
$
1,270,027
 
$
2,002,663
 
 
 
 
 
 
 
 
 
 
 
 
Supplemental Disclosure of Cash Flow Information
 
 
 
 
 
 
 
 
 
 
Cash paid for interest (net of amounts capitalized)
 
$
6,149,649
 
$
4,722,042
 
$
4,458,292
 
Cash paid (refunded) for income tax
 
$
(21,543)
 
$
318,289
 
$
220,202
 
 
 
 
 
 
 
 
 
 
 
 
Supplemental Disclosure of Non-Cash Investing and Financing Activities
 
 
 
 
 
 
 
 
 
 
Shares issued under Stock Incentive Plan
 
$
2,401,688
 
$
2,175,831
 
$
2,312,056
 
Dividends and limited partners' distributions declared and unpaid
 
$
6,243,933
 
$
4,710,446
 
$
4,070,690
 
Forgiveness of mortgage debt
 
$
-
 
$
9,173,789
 
$
-
 
Real estate acquisitions financed with debt assumption
 
$
-
 
$
18,220,528
 
$
3,403,603
 
 
See accompanying notes to consolidated financial statements.
 
 
F-9

 
Notes to Consolidated Financial Statements
 
1.          The Company
Agree Realty Corporation (the “Company”) is a self-administered, self-managed real estate investment trust (“REIT”), which is primarily engaged in the acquisition and development of properties net leased to industry leading retail tenants. At December 31, 2013, the Company's properties are comprised of 122 net leased retail facilities and nine community shopping centers located in 33 states. Included in the 131 properties was one property held for sale at December 31, 2013.  Excluding the property held for sale, at December 31, 2013, approximately 97% of the Company's annual base rental revenues were from national and regional tenants under long-term leases, including approximately 27% from Walgreen Co. (“Walgreen”), 5% from CVS Caremark Corporation (“CVS”), 5% from Kmart Corporation (“Kmart”), a wholly-owned subsidiary of Sears Holdings Corporation, 5% from Wawa, Inc. and 5% from Walmart Stores, Inc. 

2.           Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements of Agree Realty Corporation include the accounts of the Company, its majority-owned partnership, Agree Limited Partnership (the “Operating Partnership”), and its wholly-owned subsidiaries. The Company controlled, as the sole general partner, 97.72% and 97.05% of the Operating Partnership as of December 31, 2013 and 2012, respectively. All material intercompany accounts and transactions are eliminated.
 
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of (1) assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Reclassifications
The results of operations of properties that have either been disposed of or are classified as held for sale are reported as discontinued operations.  As a result of these discontinued operations, certain of the 2012 and 2011 balances have been reclassified to conform to the 2013 presentation.  Certain reclassifications of prior period amounts have been made in the financial statements in order to conform to the 2013 presentation.
 
Fair Values of Financial Instruments
Certain of the Company’s assets and liabilities are disclosed or recorded at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  In determining fair value, the Company uses various valuation methods including the market, income and cost approaches.  The assumptions used in the application of these valuation methods are developed from the perspective of market participants, pricing the asset or liability.  Inputs used in the valuation methods can be either readily observable, market corroborated, or generally unobservable inputs.  Whenever possible the Company attempts to utilize valuation methods that maximize the use of observable inputs and minimizes the use of unobservable inputs.  Based on the operability of the inputs used in the valuation methods the Company is required to provide the following information according to the fair value hierarchy.  The fair value hierarchy ranks the quality and reliability of the information used to determine fair values.  Assets and liabilities measured, reported and/or disclosed at fair value will be classified and disclosed in one of the following three categories: 
 
Level 1 – Quoted market prices in active markets for identical assets or liabilities.
 
Level 2 – Observable market based inputs or unobservable inputs that are corroborated by market data.
 
Level 3 – Unobservable inputs that are not corroborated by market data.
 
 
F-10

 
Agree Realty Corporation
Notes to Consolidated Financial Statements
 
The table below sets forth the Company’s fair value hierarchy for assets and liabilities measured or disclosed at fair value as of December 31, 2013.
 
 
 
 
 
 
 
 
 
 
 
 
Carrying
 
Asset:
 
Level 1
 
Level 2
 
Level 3
 
Value
 
Interest rate swaps
 
$
-
 
$
679,234
 
$
-
 
$
679,234
 
 
 
 
 
 
 
 
 
 
 
 
 
Carrying
 
Liability:
 
Level 1
 
Level 2
 
Level 3
 
Value
 
Interest rate swap
 
$
-
 
$
204,696
 
$
-
 
$
204,696
 
Mortgage notes payable
 
$
-
 
$
-
 
$
108,385,281
 
$
113,897,758
 
Unsecured revolving credit facility
 
$
-
 
$
9,500,000
 
$
-
 
$
9,500,000
 
Unsecured term loan
 
$
-
 
$
-
 
$
32,728,011
 
$
35,000,000
 
 
The table below sets forth the Company’s fair value hierarchy for liabilities measured or disclosed at fair value as of December 31, 2012.
 
 
 
 
 
 
 
 
 
 
 
 
Carrying
 
Liability:
 
Level 1
 
Level 2
 
Level 3
 
Value
 
Interest rate swaps
 
$
-
 
$
1,337,998
 
$
-
 
$
1,337,998
 
Mortgage notes payable
 
$
-
 
$
-
 
$
119,581,000
 
$
117,376,142
 
Unsecured revolving credit facility
 
$
-
 
$
43,530,005
 
$
-
 
$
43,530,005
 
 
The carrying amounts of the Company’s short-term financial instruments, which consist of cash, cash equivalents, receivables, and accounts payable, approximate their fair values. The fair value of the interest rate swaps were derived using estimates to settle the interest rate swap agreements, which are based on the net present value of expected future cash flows on each leg of the swap utilizing market-based inputs and discount rates reflecting the risks involved.  The fair value of fixed and variable rate mortgages was derived using the present value of future mortgage payments based on estimated current market interest rates of 5.04% and 3.76% at December 31, 2013 and 2012, respectively.  The fair value of variable rate debt is estimated to be equal to the face value of the debt because the interest rates are floating and is considered to approximate fair value.
 
Real Estate Investments – Carrying Value of Assets
Real Estate Investments 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 and Amortization
Depreciation expense is computed using the straight-line method and estimated useful lives for buildings and improvements of 20 to 40 years and equipment and fixtures of 5 to 10 years. 
 
Purchase Accounting for Acquisitions of Real Estate
Acquired Real Estate Investments have been accounted for using the purchase method of accounting and accordingly, the results of operations are included in the consolidated statements of operations and comprehensive income from the respective dates of acquisition. The Company allocates the purchase price to (i) land and buildings based on management’s internally prepared estimates of fair value and (ii) identifiable intangible assets or liabilities generally consisting of above- and below-market in-place leases and foregone leasing costs. The Company makes estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques, including management’s analysis of comparable properties in the existing portfolio, to allocate the purchase price to acquired tangible and intangible assets.
 
 
F-11

 
Agree Realty Corporation
Notes to Consolidated Financial Statements
 
The estimated fair value of above-market and below-market in-place leases for acquired properties is recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease.
 
The aggregate fair value of other intangible assets consisting of in-place, at market leases, is estimated based on internally developed methods to determine the respective property values and are included in lease intangibles cost in the consolidated balance sheets. Factors considered by management in their analysis include an estimate of costs to execute similar leases and operating costs saved.
 
The fair value of intangible assets acquired is amortized to depreciation and amortization on the consolidated statements of operations and comprehensive income over the remaining term of the respective leases.  The weighted average amortization period for the lease intangible costs is 19.4 years.
 
Real Estate Investments – Impairment Evaluation
Management periodically assesses its Real Estate Investments for possible impairment indicating that the carrying value of the asset, including accrued rental income, may not be recoverable through operations.  Events or circumstances that may occur include significant changes in real estate market conditions and the ability of the Company to re-lease or sell properties that are currently vacant or become vacant.  Management determines whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the residual value of the real estate, with the carrying cost of the individual asset.  If an impairment is indicated, a loss will be recorded for the amount by which the carrying value of the asset exceeds fair value.
 
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.  The Company maintains its cash and cash equivalents at financial institutions.  The account balances periodically exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage, and as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage.
 
Accounts Receivable – Tenants
Accounts receivable from tenants are unsecured and reflect primarily reimbursement of specified common area expenses. Amounts outstanding in excess of 30 days are considered past due.  The Company determines its allowance for uncollectible accounts based on historical trends, existing economic conditions, and known financial position of its tenants. Tenant accounts receivable are written-off by the Company in the year when receipt is determined to be remote. 
 
Unamortized Deferred Expenses
Deferred expenses are stated net of total accumulated amortization. The nature and treatment of these capitalized costs are as follows: (1) financing costs, consisting of expenditures incurred to obtain long-term financing, are amortized using the straight-line method which approximates the effective interest method over the term of the related loan, (2) leasing costs, are amortized on a straight-line basis over the term of the related lease and (3) lease intangibles, are amortized over the remaining term of the lease acquired.  The Company’s amortization expense for deferred expenses was $2,483,217, $1,712,530, and $1,105,087 for the years ended December 31, 2013, 2012 and 2011, respectively.
 
 
F-12

 
Agree Realty Corporation
Notes to Consolidated Financial Statements
 
The following table represents estimated future aggregate amortization expense related to deferred expenses as of December 31, 2013.
 
Year Ending December 31,
 
 
 
 
2014
 
$
2,856,168
 
2015
 
 
2,551,978
 
2016
 
 
2,423,747
 
2017
 
 
2,330,506
 
2018
 
 
2,198,622
 
Thereafter
 
 
18,629,283
 
Total
 
$
30,990,304
 
 
Other Assets
The Company records prepaid expenses, deposits, furniture and fixtures, leasehold improvements, acquisition advances and miscellaneous receivables as other assets in the accompanying balance sheets.
 
Accounts Payable – Capital Expenditures
Included in accounts payable are amounts related to the construction of buildings and improvements. Due to the nature of these expenditures, they are reflected in the statements of cash flows as a non-cash financing activity.
 
Revenue Recognition
Minimum rental income attributable to leases is recorded on a straight-line basis over the lease term. Certain leases provide for additional percentage rents based on tenants' sales volume. These percentage rents are recognized when determinable by the Company.
 
Taxes Collected and Remitted to Governmental Authorities
The Company reports taxes, collected from tenants that are to be remitted to governmental authorities, on a net basis and therefore does not include the taxes in revenue.
 
Operating Cost Reimbursement
Substantially all of the Company's community shopping center leases and various of the net leased properties contain provisions requiring tenants to pay as additional rent a proportionate share of operating expenses such as real estate taxes, repairs and maintenance, and insurance, also referred to as common area maintenance or “CAM” charges.  The related revenue from tenant billings for CAM charges is recognized as operating cost reimbursement in the same period the expense is recorded.
 
Development Fee Income
For contracts where the Company receives fee income for managing a development project and does not retain ownership of the real property developed, the Company uses the percentage of completion accounting method.  Under this approach, income is recognized based on the status of the uncompleted contracts and the current estimates of costs to complete.  The percentage of completion is determined by the relationship of costs incurred to the total estimated costs of the contract.  Provisions are made for estimated losses on uncompleted contracts in the period in which such losses are determined.  Changes in job performance, job conditions, and estimated profitability including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income.  Such revisions are recognized in the period in which they are determined.  Claims for additional compensation due to the Company are recognized in contract revenues when realization is probable and the amount can be reliably estimated.
 
Income Taxes
The Company has made an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) and related regulations.  The Company generally will not be subject to federal income taxes on amounts distributed to stockholders, providing it distributes 100 percent of its REIT taxable income and meets certain other requirements for qualifying as a REIT.  For each of the years in the three-year period ended December 31, 2013, the Company believes it has qualified as a REIT.  Notwithstanding the Company’s qualification for taxation as a REIT, the Company is subject to certain state taxes on its income and real estate.
 
 
F-13

 
Agree Realty Corporation
Notes to Consolidated Financial Statements
    
The Company and its taxable REIT subsidiaries (“TRS”) have made a timely TRS election pursuant to the provisions of the REIT Modernization Act.  A TRS is able to engage in activities resulting in income that previously would have been disqualified from being eligible REIT income under the federal income tax regulations.  As a result, certain activities of the Company which occur within its TRS entity are subject to federal and state income taxes (See Note 9).  All provisions for federal income taxes in the accompanying consolidated financial statements are attributable to the Company’s TRS.
 
Dividends
The Company declared dividends of $1.64, $1.60 and $1.60 per share during the years ended December 31, 2013, 2012, and 2011; the dividends have been reflected for federal income tax purposes as follows:
 
December 31,
 
2013
 
2012
 
2011
 
Ordinary income
 
$
1.372
 
$
1.200
 
$
1.570
 
Return of capital
 
 
..268
 
 
..400
 
 
..030
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
1.640
 
$
1.600
 
$
1.600
 
 
The aggregate federal income tax basis of Real Estate Investments is approximately $18.9 million less than the financial statement basis.
 
Earnings Per Share
Earnings per share have been computed by dividing the net income by the weighted average number of common shares outstanding.  Diluted earnings per share is computed by dividing net income by the weighted average common and potential dilutive common shares outstanding in accordance with the treasury stock method.
 
The following is a reconciliation of the denominator of the basic net earnings per common share computation to the denominator of the diluted net earnings per common share computation for each of the periods presented:
 
 
 
Year Ended December 31,
 
 
 
2013
 
2012
 
2011
 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding
 
13,314,989
 
11,321,498
 
9,854,285
 
Unvested restricted stock
 
249,082
 
250,180
 
216,920
 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding used in basic earnings per share
 
13,065,907
 
11,071,318
 
9,637,365
 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding used in basic earnings per share
 
13,065,907
 
11,071,318
 
9,637,365
 
Effect of dilutive securities:
 
 
 
 
 
 
 
Restricted stock
 
91,598
 
65,592
 
43,867
 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding used in diluted earnings per share
 
13,157,505
 
11,136,910
 
9,681,232
 
 
Stock Based Compensation
The Company estimates fair value of restricted stock grants based on the stock price at the date of grant and amortizes those amounts into expense on a straight-line basis or amount vested, if greater, over the appropriate vesting period. 
 
 
F-14

 
Agree Realty Corporation
Notes to Consolidated Financial Statements
 
Recent Accounting Pronouncements
In February 2013, the Financial Accounting Standards Board (“FASB”) updated ASC 220 “Comprehensive Income” with ASU 2013-2 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.”  This update requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component.  In addition, ASU 2013-2 requires an entity to present, either on the face of the income statement or in the notes to financial statements, significant amounts reclassified out of accumulated other comprehensive income by respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period.  For other amounts, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts.  The amendments in ASU 2013-2 do not change the current requirements for reporting net income or other comprehensive income in financial statements.  For public entities, the amendments in ASU 2013-2 are effective prospectively for reporting periods beginning after December 31, 2012.  The adoption of this guidance concerns disclosure only and did not have an impact on our consolidated financial statements.
 
In July 2013, the FASB updated ASC 815 “Derivatives and Hedging” with ASU 2013-10 “Inclusion of the Fed Funds Effective Swap Rate (of Overnight Index Swap Rate) as a Benchmark Interest rate for Hedge Accounting Purposes.”  ASU 2013-10 permits the Overnight Index Swap (“OIS”) Rate, also referred to as the Fed Funds effective Swap Rate, to be used as a U.S. benchmark for hedge accounting purposes, in addition to London Interbank Offered Rate (“LIBOR”) and the interest rate on direct U.S. Treasury obligations.  The guidance also removes the restriction on using different benchmarks for similar hedges.  ASU 2013-10 is effective prospectively for qualifying new or re-designated hedges entered into on or after July 17, 2013.  The adoption of this guidance did not have an impact on our consolidated financial statements.

3.           Property Acquisitions
During 2013, the Company purchased eighteen retail assets for approximately $74 million with a weighted average capitalization rate of approximately 8.0% to obtain 100% control of the assets.  The weighted average capitalization rate for these single tenant net leased properties was calculated by dividing the annual property net operating income by the purchase price.  Property net operating income is defined as the straight-line rent for the base term of the lease less any property level expense (if any) that is not recoverable from the tenant.  The aggregate acquisitions were allocated as follows: $13.5 million to land, $53.6 million to buildings and improvements, and $6.9 million to lease intangible costs.  The acquisitions were substantially all cash purchases and there were no contingent considerations associated with these acquisitions.
 
During 2012, the Company purchased 25 retail assets for approximately $82.3 million with a weighted average capitalization rate of 8.6% to obtain 100% control of the assets.  The weighted average capitalization rate for these single tenant net leased properties was calculated by dividing the annual property net operating income by the purchase price.  Property net operating income is defined as the straight-line rent for the base term of the lease less any property level expense (if any) that is not recoverable from the tenant.  The aggregate acquisitions were allocated as follows: $32.7 million to land, $42.5 million to buildings and improvements, and $7.1 million to lease intangible costs.  The acquisitions were substantially all cash purchases and there were no contingent considerations associated with these acquisitions.  In one acquisition, the Company assumed debt of approximately $9.6 million and in another acquisition the Company assumed debt of approximately $8.6 million.
 
Total revenues of $2,860,000 and income before discontinued operations of $142,000 are included in the 2013 consolidated income statement for the aggregate 2013 acquisitions.
 
The following pro forma total revenue and income before discontinued operations for the 2013 acquisitions in aggregate, assumes the acquisitions had taken place on January 1, 2013 for the 2013 pro forma information, and on January 1, 2012 for the 2012 pro forma information (in thousands):
 
Supplemental pro forma for the year ended December 31, 2013 (1)
Total revenue
 
$
45,910
 
Income before discontinued operations
 
$
19,178
 
 
Supplemental pro forma for the year ended December 31, 2012 (1)
Total revenue
 
$
38,266
 
Income before discontinued operations
 
$
14,311
 
 
(1)
This unaudited pro forma supplemental information does not purport to be indicative of what our operating results would have been had the acquisitions occurred on January 1, 2013 or January 1, 2012 and may not be indicative of future operating results.  Various acquisitions were of newly leased or constructed assets and may not have been in service for the full periods shown.
 
 
F-15

 
Agree Realty Corporation
Notes to Consolidated Financial Statements
 
4.           Impairment - Real Estate Investments
Management periodically assesses its Real Estate Investments for possible impairment whenever certain events or changes in circumstances indicate that the carrying amount of the asset, including accrued rental income, may not be recoverable through operations.  Events or circumstances that may occur include significant changes in real estate market conditions and the ability of the Company to re-lease or sell properties that are vacant or become vacant.  Impairments are measured as the amount by which the current book value of the asset exceeds the estimated fair value of the asset.  As a result of the Company’s review of Real Estate Investments, including identifiable intangible assets, the Company recognized the following real estate impairments for the year ended December 31:
 
 
 
2013
 
2012
 
2011
 
 
 
 
 
 
 
 
 
 
 
 
Continuing operations
 
$
-
 
$
-
 
$
600,000
 
Discontinued operations
 
 
450,000
 
 
-
 
 
12,900,000
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
450,000
 
$
-
 
$
13,500,000
 
 
Real Estate Investments measured at fair value due to impairment charges are considered fair value measurements on a non recurring basis.  The following table presents the assets and liabilities carried on the balance sheet within the fair value valuation hierarchy (as described above) as of December 31, 2013 and 2011, for which a nonrecurring change in fair value has been recorded during the years ended December 31, 2013 and 2011.
 
 
 
 
 
 
Quoted prices in
 
Significant other
 
Significant
 
 
 
 
 
 
 
 
 
active markets for
 
observable
 
unobservable
 
 
 
 
2013
 
Fair Value as of
 
identical assets
 
inputs
 
inputs
 
Impairment
 
(in thousands)
 
measurement date
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Charge
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real Estate Investments
 
$
4,875
 
$
4,875
 
$
-0-
 
$
-0-
 
$
450
 
 
 
 
 
 
 
Quoted prices in
 
Significant other
 
Significant
 
 
 
 
 
 
 
 
 
active markets for
 
observable
 
unobservable
 
 
 
 
2011
 
Fair Value as of
 
identical assets
 
inputs
 
inputs
 
Impairment
 
(in thousands)
 
measurement date
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Charge
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real Estate Investments
 
$
19,805
 
$
-0-
 
$
7,100
 
$
12,705
 
$
13,500
 
 
The loss of $450,000 and $13.5 million represents an impairment charge related to Real Estate Investments which was included in net income during the years ended December 31, 2013 and 2011, respectively.  During 2012, the Company recorded no impairment charge related to Real Estate Investments.  The fair value of certain Real Estate Investments was calculated differently based on available information.  Real Estate Investments considered to be measured based on Level 1 inputs were based on actual sales negotiations and bona fide purchase offers received from third parties.  Real Estate Investments considered to be measured based on Level 2 inputs were based on broker opinions of value or analysis of recent comparable sales transactions.  Real Estate Investments considered to be measured based on Level 3 inputs were based on an internal valuation model using discounted cash flow analyses and income capitalization using market lease rates and market cap rates.  These cash flow projections incorporate assumptions developed from the perspective of market participants valuing the Real Estate Investments.
 
 
F-16

 
Agree Realty Corporation
Notes to Consolidated Financial Statements
 
5.           Note and Mortgages Payable
Agree Limited Partnership (the “Operating Partnership”) has in place an $85,000,000 unsecured revolving credit facility (“Credit Facility”), which is guaranteed by the Company.  Subject to customary conditions, at the Company’s option, total commitments under the Credit Facility may be increased up to an aggregate of $135,000,000.  The Company intends to use borrowings under the Credit Facility for general corporate purposes, including working capital, development and acquisition activities, capital expenditures, repayment of indebtedness or other corporate activities.   The Credit Facility matures on October 26, 2015, and may be extended, at the Company’s election, for two one-year terms to October 2017, subject to certain conditions.  Borrowings under the Credit Facility bear interest at LIBOR plus a spread of 150 to 215 basis points, or the base rate, depending on the Company’s leverage ratio.  As of December 31, 2013, $9,500,000 was outstanding under the Credit Facility bearing a weighted average interest rate of 3.75%, and $75,500,000 was available for borrowing (subject to customary conditions to borrowing). 
 
In September 2013, the Operating Partnership entered into a $35,000,000 seven year unsecured term loan (“Unsecured Term Loan”), which is guaranteed by the Company.   The Unsecured Term Loan includes an accordion feature providing the opportunity to borrow up to an additional $35,000,000 under the same loan agreement, subject to customary conditions.  The Unsecured Term Loan matures on September 29, 2020.  Borrowings under the Unsecured Term Loan bear interest at LIBOR plus a spread of 165 to 225 basis points depending on the Company’s leverage ratio.  In conjunction with the closing of the loan, the Company entered into a seven year interest rate swap agreement resulting in a fixed interest rate of 3.85%, based on the current spread.  The Company used the proceeds from the Unsecured Term Loan to pay down amounts outstanding under the Credit Facility.
 
The Credit Facility and Unsecured Term Loan contain customary covenants, including, among others, financial covenants regarding debt levels, total liabilities, tangible net worth, fixed charge coverage, unencumbered borrowing base properties, and permitted investments.  The Company was in compliance with the covenant terms at December 31, 2013.
 
 
F-17

 
Agree Realty Corporation
Notes to Consolidated Financial Statements
 
Mortgages payable consisted of the following: 
  
 
 
December 31,
 
December 31,
 
 
 
2013
 
2012
 
 
 
 
 
 
 
 
 
Note payable in monthly installments of interest only at LIBOR plus 160 basis points, swapped to a fixed rate of 2.49% with balloon payment due April 4, 2018; collateralized by related real estate and tenants' leases
 
 
25,000,000
 
 
25,000,000
 
 
 
 
 
 
 
 
 
Note payable in monthly installments of interest only at 3.60% per annum, with balloon payment due January 1, 2023; collateralized by related real estate and tenants' leases
 
 
23,640,000
 
 
23,640,000
 
 
 
 
 
 
 
 
 
Note payable in monthly principal installments of $50,120 plus interest at 170 basis points over LIBOR, swapped to a fixed rate of 3.62% as of December 31, 2013. A final balloon payment in the amount of $19,744,758 is due on May 14, 2017 unless extended for a two year period at the option of the Company, subject to certain conditions, collateralized by related real estate and tenants’ leases
 
 
22,017,758
 
 
22,601,978
 
 
 
 
 
 
 
 
 
Note payable in monthly installments of $153,838 including interest at 6.90% per annum, with the final monthly payment due January 2020; collateralized by related real estate and tenants’ leases
 
 
9,149,944
 
 
10,320,440
 
 
 
 
 
 
 
 
 
Note payable in monthly installments of $91,675 including interest at 6.27% per annum, with a final monthly payment due July 2026; collateralized by related real estate and tenants’ leases
 
 
9,557,942
 
 
10,042,152
 
 
 
 
 
 
 
 
 
Note payable in monthly installments of $60,097 including interest at 5.08% per annum, with a final balloon payment in the amount of $9,167,573 due June 2014; collateralized by related real estate and tenants’ leases
 
 
9,271,561
 
 
9,509,011
 
 
 
 
 
 
 
 
 
Note payable in monthly installments of $99,598 including interest at 6.63% per annum, with the final monthly payment due February 2017; collateralized by related real estate and tenants’ leases
 
 
3,405,384
 
 
4,340,850
 
 
 
 
 
 
 
 
 
Note payable in monthy interest-only installments of $48,467 at 6.56% annum, with a balloon payment in the amount of $8,580,000 due June 11, 2016; collateralized by related real estate and tenants’ leases
 
 
8,580,000
 
 
8,580,000
 
 
 
 
 
 
 
 
 
Note payable in monthly installments of $23,004 including interest at 6.24% per annum, with the final balloon payment of $2,766,628 due February 2020; collateralized by related real estate and tenant lease
 
 
3,275,170
 
 
3,341,711
 
Total
 
$
113,897,759
 
$
117,376,142
 
 
 
F-18

 
Agree Realty Corporation
Notes to Consolidated Financial Statements
 
The above mortgages payable are collateralized by related real estate with an aggregate net book value of $146,657,000.
 
The weighted average interest rate for the mortgage notes payable at December 31, 2013 and 2012 was 4.38% and 4.43%, respectively.
 
The following table presents scheduled principal payments on mortgages and notes payable as of December 31, 2013:
 
Year Ending December 31,
 
 
 
 
 
 
2014
 
$
12,730,495
 
2015 (1)
 
 
13,191,970
 
2016
 
 
12,520,195
 
2017 (2)
 
 
22,489,650
 
2018
 
 
27,403,792
 
Thereafter
 
 
70,061,657
 
Total debt
 
$
158,397,759
 
 
(1)
Scheduled maturities in 2015 include the $9,500,000 outstanding balance under the Credit Facility as of December 31, 2013.  The Credit Facility matures on October 26, 2015, and may be extended at the Company’s election, for two one-year terms to October 2017, subject to certain conditions.   
(2)
Scheduled maturities in 2017 include $19,744,758 which represents the ending balance of a note payable due in 2017.  The note matures May 14, 2017 and may be extended, at the Company’s election, for a two-year term to May 2019, subject to certain conditions.   
 
In May 2012, the Company assumed a loan in the amount of $9,640,000 in conjunction with the acquisition of a property.  The loan matures June 1, 2014 and carries a 5.08% interest rate.
 
In June 2012, the Company entered into an amendment and restatement of the mortgage loan in the amount of $22,882,778 to provide for an extension of the maturity date to May 14, 2017, with an option to extend for two years to May 14, 2019, subject to certain conditions.  Borrowings under the loan bear interest at LIBOR plus a spread of 170 basis points and require monthly principal repayments.  Monthly interest payments have been swapped to a fixed rate of 3.744% to June 30, 2013 and 3.62% thereafter until maturity.
 
In July 2012, the Company assumed a loan in the amount of $8,580,000 in conjunction with the acquisition of property.  The loan matures June 2016 and carries a 6.56% interest rate.
 
In December 2012, the Company entered into a $25,000,000 non-recourse mortgage loan secured by 11 properties.  The interest-only loan matures April 4, 2018 and carries an interest rate of LIBOR plus 160 basis points which has been swapped to a fixed rate of 2.49%.  In December 2012, the Company also entered into a $23,640,000 non-recourse mortgage loan secured by 12 properties.  The interest-only loan matures January 1, 2023 and carries a 3.60% interest rate.
 
The mortgage loans encumbering the Company’s properties are generally non-recourse, subject to certain exceptions for which the Company would be liable for any resulting losses incurred by the lender.  These exceptions vary from loan to loan but generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. At December 31, 2013, the mortgage debt of $22,017,758 is recourse debt and is secured by a limited guaranty of payment and performance by us for approximately 50% of the loan amount.  We have entered into mortgage loans which are secured by multiple properties and contain cross-default and cross-collateralization provisions.  Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that we default under the loan.  Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.
 
The Company was in compliance with covenant terms for all mortgages payable at December 31, 2013.
 
 
F-19

 
Agree Realty Corporation
Notes to Consolidated Financial Statements
 
6.
Dividends and Distribution Payable
On December 3, 2013, the Company declared a dividend of $.41 per share for the quarter ended December 31, 2013. The holders OP Units were entitled to an equal distribution per OP Unit held as of December 31, 2013. The dividends and distributions payable are recorded as liabilities in the Company's consolidated balance sheet at December 31, 2013. The dividend has been reflected as a reduction of stockholders' equity and the distribution has been reflected as a reduction of the limited partners' non-controlling interest. These amounts were paid on January 3, 2014.
 
On December 4, 2012, the Company declared a dividend of $.40 per share for the quarter ended December 31, 2012. The holders of limited partnership interest in the Operating Partnership (“OP Units”) were entitled to an equal distribution per OP Unit held as of December 31, 2012. The dividends and distributions payable are recorded as liabilities in the Company's consolidated balance sheet at December 31, 2012. The dividend has been reflected as a reduction of stockholders' equity and the distribution has been reflected as a reduction of the limited partners’ non-controlling interest.  These amounts were paid on January 2, 2013.

7.           Deferred Revenue
In July 2004, the Company’s tenant in a joint venture property located in Boynton Beach, FL repaid $4,000,000 that had been contributed by the Company’s joint venture partner.  As a result of this repayment, the Company became the sole member of the limited liability company holding the property.  Total assets of the property were approximately $4,000,000.  The Company has treated the $4,000,000 as deferred revenue and accordingly, will recognize rental income over the term of the related leases.
 
The remaining deferred revenue of approximately $1,467,000 will be recognized as minimum rents over approximately 3.2 years.
 
In July 2004, the Company’s tenant in a second joint venture property located in Ann Arbor, MI repaid $9.8 million that had been contributed by the Company’s joint venture partner. As a result of this repayment, the Company became the sole member of the limited liability company holding the property. Total assets of the two properties were approximately $9.8 million. The Company treated the $9.8 million as deferred revenue and accordingly, recognized rental income over the term of the related leases.  In September 2011, the Company’s tenant terminated their lease.  The Company recognized rental income of $5.7 million during the third quarter of 2011 related to this property, which is included in discontinued operations in the accompanying financial statements.

   
8.           Derivative Instruments and Hedging Activity
The Company is exposed to certain risks arising from both its business operations and economic conditions.  The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities.  The Company manages economic risk, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and, to a limited extent, the use of derivative instruments.
 
The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense.  To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy.  Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreement without exchange of the underlying notional amount.
 
On January 2, 2009, the Company entered into an interest rate swap agreement for a notional amount of $24,501,280, effective on January 2, 2009 and ending on July 1, 2013. The notional amount decreased over the term to match the outstanding balance of the hedged borrowing. The Company entered into this derivative instrument to hedge against the risk of changes in future cash flows related to changes in interest rates on $24,501,280 of the total variable-rate borrowings outstanding. Under the terms of the interest rate swap agreement, the Company received from the counterparty interest on the notional amount based on 1.5% plus one-month LIBOR and paid to the counterparty a fixed rate of 3.744%. This swap effectively converted $24,501,280 of variable-rate borrowings to fixed-rate borrowings beginning on January 2, 2009 and through July 1, 2013.
 
 
F-20

 
Agree Realty Corporation
Notes to Consolidated Financial Statements
 
On April 24, 2012, the Company entered into a forward starting interest rate swap agreement, for the same variable rate loan, as extended, for a notional amount of $22,268,358, effective on July 1, 2013 and ending on May 1, 2019.  The notional amount decreases over the term to match the outstanding balance of the hedged borrowing.  The Company entered into this derivative instrument to hedge against the risk of changes in future cash flows related to changes in interest rates on $22,268,358 of the total variable rate borrowings outstanding.  Under the terms of the interest rate swap agreement, the Company will receive from the counterparty interest on the notional amount based on one-month LIBOR and will pay to the counterparty a fixed rate of 1.92%. This swap effectively converted $22,268,358 of variable-rate borrowings to fixed-rate borrowings beginning on July 1, 2013 and through May 1, 2019. 
 
On December 4, 2012, the Company entered into interest rate swap agreements for a notional amount of $25,000,000, effective December 6, 2012 and ending on April 4, 2018.  The Company entered into these derivative instruments to hedge against changes in future cash flows related to changes in interest rates on $25,000,000 of variable rate borrowings outstanding.  Under the terms of the interest rate swap agreements, the Company will receive from the counterparty interest on the notional amount based on one month LIBOR and will pay to the counterparty a fixed rate of .885%.  This swap effectively converted $25,000,000 of variable-rate borrowings to fixed-rate borrowings beginning on December 6, 2012 and through April 4, 2018.
 
On September 30, 2013, the Company entered into an interest rate swap agreement for a notional amount of $35,000,000, effective October 3, 2013 and ending on September 29, 2020.  The Company entered into this derivative instrument to hedge against changes in future cash flows related to changes in interest rates on $35,000,000 of variable rate borrowings outstanding.  Under the terms of the interest rate swap agreement, the Company will receive from the counterparty interest on the notional amount based on one-month LIBOR and will pay to the counterparty a fixed rate of 2.197%.  This swap effectively converted $35,000,000 of variable-rate borrowings to fixed-rate borrowings beginning on October 3, 2013 and through September 29, 2020.
 
Companies are required to recognize all derivative instruments as either assets or liabilities at fair value on the balance sheet. The Company has designated these derivative instruments as cash flow hedges. As such, changes in the fair value of the derivative instrument are recorded as a component of other comprehensive income (loss) for the year ended December 31, 2013 to the extent of effectiveness. The ineffective portion of the change in fair value of the derivative instrument is recognized in interest expense.  For the year ended December 31, 2013, the Company has determined these derivative instruments to be effective hedges.
 
The company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:
 
 
 
Number of Instruments
 
Notional
 
 
 
December 31,
 
December 31,
 
 
December 31,
 
 
December 31,
 
Interest Rate Derivatives
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Swap
 
3
 
3
 
$
82,017,758
 
$
47,601,978
 
 
 
F-21

 
Agree Realty Corporation
Notes to Consolidated Financial Statements
 
The table below presents the estimated fair value of the Company’s derivative financial instruments as well as their classification in the consolidated balance sheets. 
 
 
 
Asset Derivatives
 
 
 
December 31, 2013
 
December 31, 2012
 
 
 
Balance Sheet
 
 
 
 
Balance Sheet
 
 
 
 
 
 
Location
 
Fair Value
 
Location
 
Fair Value
 
Derivatives designated as cash flow hedges:
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Swaps
 
Other Assets
 
$
679,234
 
 
 
$
-
 
 
 
 
Liability Derivatives
 
 
 
December 31, 2013
 
December 31, 2012
 
 
 
Balance Sheet
 
 
 
 
Balance Sheet
 
 
 
 
 
 
Location
 
Fair Value
 
Location
 
Fair Value
 
Derivatives designated as cash flow hedges:
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Swaps
 
Other Liabilities
 
$
204,696
 
Other Liabilities
 
$
1,337,998
 
 
The table below presents the effect of the Company’s derivative financial instruments in the consolidated statements of operations and other comprehensive loss for the years ended December 31, 2013 and 2012.
 
Derivatives in 
Cash Flow 
Hedging 
Relationships
 
Amount of Income/(Loss) 
Recognized in OCI on Derivative 
(Effective Portion)
 
Location of 
Income/(Loss) 
Reclassifed from 
Accumulated OCI 
into Income 
(Effective Portion)
 
Amount of Income/(Loss) 
Reclassified from Accumulated OCI 
into Expense (Effective Portion)
 
Location of Loss
 Recognized In Income 
of Derivative (Ineffective 
Portion and Amount 
Excluded from 
Effectiveness Testing)
 
Amount of Loss Recognized 
in Income on Derivative 
(Ineffective Portion and 
Amount Excluded from 
Effectiveness Testing and 
Missed Forecasted 
Transactions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2013
 
2012
 
 
 
2013
 
2012
 
 
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps
 
$
1,812,536
 
$
(708,538)
 
Interest Expense
 
$
(773,120)
 
$
(470,055)
 
 
 
 
$
-
 
$
-
 
 
The Company does not use derivative instruments for trading or other speculative purposes and did not have any other derivative instruments or hedging activities as of December 31, 2013.

9.           Income Taxes
The Company is subject to the provisions of Financial Accounting Standards Board Accounting Standard Codification 740-10 (“FASB ASC 740-10”), and has analyzed its various federal and state filing positions.  The Company believes that its income tax filing positions and deductions are documented and supported.  Additionally the Company believes that its accruals for tax liabilities are adequate.  Therefore, no reserves for uncertain income tax positions have been recorded pursuant to FASB ASC 740-10.  The Company’s Federal income tax returns are open for examination by taxing authorities for all tax years after December 31, 2008.  The Company has elected to record any related interest and penalties, if any, as income tax expense on the consolidated statements of operations and comprehensive income.
 
For income tax purposes, the Company has certain TRS entities that have been established and in which certain real estate activities are conducted. 
 
 
F-22

 
Agree Realty Corporation
Notes to Consolidated Financial Statements
 
As of December 31, 2013, the Company has estimated a current income tax liability of $0 and a deferred income tax liability in the amount of $705,000.  As of December 31, 2012, the Company had estimated a current income tax liability of approximately $17,700 and a deferred income tax liability in the amount of $705,000.  This deferred income tax balance represents the federal and state tax effect of deferring income tax in 2007 on the sale of an asset under section 1031 of the Internal Revenue Code.  This transaction was accrued within the TRS entities described above.  During the years ended December 31, 2013, and 2012, we recognized total federal and state tax expense of $3,000, and $211,000, respectively.

10.           Stock Based Awards
The Company established a stock incentive plan in 1994 (the “1994 Plan”) under which options were granted.   The options had an exercise price equal to the initial public offering price ($19.50/share), could be exercised in increments of 25% on each anniversary of the date of the grant, and expire upon employment termination. All options granted under the 1994 Plan have been exercised.  In 2005, the Company’s stockholders approved the 2005 Equity Incentive Plan (the “2005 Plan”), which replaced the 1994 Plan.  The 2005 Plan authorizes the issuance of a maximum of one million shares of common stock. No options were granted during 2013, 2012 or 2011.
 
Restricted common stock is granted to certain employees as part of the Company's 2005 Plan.  As of December 31, 2013, there was $4,280,000 of total unrecognized compensation costs related to the outstanding restricted stock, which is expected to be recognized over a weighted average period of 3.1 years.  The Company used 0% for both the discount factor and forfeiture rate for determining the fair value of restricted stock.  The forfeiture rate was based on historical results and trends and the Company does not consider discount rates to be material. 
 
The holder of a restricted share award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a stockholder of the Company, including the right to vote the shares and the right to receive dividends on the shares.  The Company granted 87,950, 94,850, and 105,050 shares of restricted stock in 2013, 2012, and 2011, respectively to employees and sub-contractors under the 2005 Plan.  The restricted shares vest over a five-year period based on continued service to the Company. 
 
Restricted share activity is summarized as follows: 
 
 
 
 
 
Weighted Average
 
 
 
Shares
 
Grant Date
 
 
 
Outstanding
 
Fair Value
 
 
 
 
 
 
 
 
Unvested restricted stock at January 1, 2011
 
166,850
 
$
22.00
 
 
 
 
 
 
 
 
Restricted stock granted
 
105,050
 
$
22.01
 
Restricted stock vested
 
(42,830)
 
$
22.48
 
Restricted stock forfeited
 
(12,150)
 
$
22.22
 
 
 
 
 
 
 
 
Unvested restricted stock at December 31, 2011
 
216,920
 
$
21.74
 
 
 
 
 
 
 
 
Restricted stock granted
 
94,850
 
$
24.40
 
Restricted stock vested
 
(55,870)
 
$
21.87
 
Restricted stock forfeited
 
(5,720)
 
$
24.32
 
 
 
 
 
 
 
 
Unvested restricted stock at December 31, 2012
 
250,180
 
$
22.66
 
 
 
 
 
 
 
 
Restricted stock granted
 
87,950
 
$
27.70
 
Restricted stock vested
 
(73,368)
 
$
22.50
 
Restricted stock forfeited
 
(15,680)
 
$
25.01
 
 
 
 
 
 
 
 
Unvested restricted stock at December 31, 2013
 
249,082
 
$
24.33
 
 
 
F-23

 
Agree Realty Corporation
Notes to Consolidated Financial Statements
 
11.          Profit-Sharing Plan
The Company has a discretionary profit-sharing plan whereby it contributes to the plan such amounts as the Board of Directors of the Company determines. The participants in the plan cannot make any contributions to the plan. Contributions to the plan are allocated to the employees based on their percentage of compensation to the total compensation of all employees for the plan year. Participants in the plan become fully vested after six years of service. No contributions were made to the plan in 2013, 2012, or 2011. 

12.           Rental Income
The Company leases premises in its properties to tenants pursuant to lease agreements, which provide for terms ranging generally from five to 25 years. The majority of leases provide for additional rents based on tenants' sales volume.  The weighted average remaining lease term is 11.7 years.
 
As of December 31, 2013, the future minimum rentals for the next five years from rental property under the terms of all non-cancellable tenant leases, assuming no new or renegotiated leases are executed for such premises, are as follows (in thousands):
 
For the Year Ending December 31,
 
 
 
 
2014
 
$
43,087
 
2015
 
 
41,889
 
2016
 
 
39,534
 
2017
 
 
38,991
 
2018
 
 
37,598
 
Thereafter
 
 
334,493
 
 
 
 
 
 
Total
 
$
535,592
 
 
Of these future minimum rentals, approximately 35.0% of the total is attributable to Walgreens, approximately .8% of the total is attributable to Kmart, approximately 8.0% is attributable to CVS, approximately 5.8% is attributable to Wawa, and approximately 2.2% is attributable to Walmart.  Walgreens operates in the national drugstore chain industry, Kmart’s principal business is general merchandise retailing through a chain of discount department stores, CVS is a leading pharmacy provider, Wawa is a convenience store operator and Walmart is a general merchandise retailer through a chain of discount department stores. The loss of any of these tenants or the inability of any of them to pay rent could have an adverse effect on the Company’s business.
 
The Company’s properties are located primarily in the Midwestern United States and in particular Michigan. Of the Company’s 131 properties, 46 are located in Michigan.

13.           Lease Obligations
The Company has entered into certain land lease agreements for four of its properties. Rent expense was $427,900, $574,300, and $721,300 for the years ending December 31, 2013, 2012 and 2011, respectively.  As of December 31, 2013, future annual lease commitments under these agreements are as follows:
 
For the Year Ending December 31,
 
 
 
 
2014
 
$
415,900
 
2015
 
 
415,900
 
2016
 
 
415,900
 
2017
 
 
415,900
 
2018
 
 
410,233
 
Thereafter
 
 
8,285,521
 
 
 
 
 
 
Total
 
$
10,359,354
 
 
The Company leases its executive offices from a limited liability company controlled by its Executive Chairman’s children.  Under the terms of the lease, which expires on December 31, 2014, the Company is required to pay an annual rental of $90,000 and is responsible for the payment of real estate taxes, insurance and maintenance expenses relating to the building.
 
F-24

 
Agree Realty Corporation
Notes to Consolidated Financial Statements
 
14.           Discontinued Operations
During 2013, the Company sold a single tenant property located in Ypsilanti, Michigan in January 2013 for approximately $5.6 million. The Company also classified a Kmart anchored shopping center in Ironwood, Michigan as held for sale on December 31, 2013.  The Company completed the sale of the Ironwood property for approximately $5,000,000 on January 15, 2014. 
 
During 2012, the Company sold six non-core properties, a vacant office property for approximately $650,000; two vacant single tenant properties for $4,460,000; a Kmart anchored shopping center in Charlevoix, Michigan for $3,500,000, and two Kmart anchored shopping centers, one in Plymouth, Wisconsin and one in Shawano, Wisconsin for $7,475,000.  In addition, the Company conveyed four mortgaged properties, which were previously leased to Borders, Inc., to the lender in March 2012 pursuant to a consensual deed-in-lieu-of-foreclosure process that satisfied the loans. The mortgage loans had an aggregate principal amount outstanding of approximately $9.2 million as of December 31, 2011.  The Company also classified a single tenant property located in Ypsilanti, Michigan as held for sale on December 31, 2012.  The Company completed the sale of the Ypsilanti property for approximately $5,600,000 on January 11, 2013. 
 
The results of operations for these properties are presented as discontinued operations in the Company’s Consolidated Statements of Operations and Comprehensive Income.  The revenues for the properties were $1,290,601, $3,932,462 and $13,773,597 for the years ended December 31, 2013, 2012 and 2011, respectively.  The expenses for the properties were $992,259, $1,665,533 and $17,730,409 for the years ended December 31, 2013, 2012 and 2011, respectively.
 
The Company elected to not allocate consolidated interest expense to the discontinued operations where the debt is not directly attributed to or related to the discontinued operations.  Interest expense that was directly attributable to the discontinued operations was $-0-, $-0- and $1,313,875 for the years ended December 31, 2013, 2012 and 2011, respectively, and is included in the above expense amounts.
 
The results of income (loss) from discontinued operations allocable to non-controlling interest were $31,953, $129,993, and ($131,621) for the years ended December 31, 2013, 2012 and 2011, respectively.
 
The Company will classify properties as held for sale and reflect as discontinued operations when executed purchase and sales agreement contingencies have been satisfied thereby signifying that the sale is guaranteed and legally binding.

15.            Interim Results (Unaudited)
The following summary represents the unaudited results of operations of the Company, expressed in thousands except per share amounts, for the periods from January 1, 2012 through December 31, 2013. Certain amounts have been reclassified to conform to the current presentation of discontinued operations:
 
2013
Three Months Ended
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
9,928
 
$
10,601
 
$
11,272
 
$
11,716
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss)
 
$
5,392
 
$
4,530
 
$
4,646
 
$
5,622
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings (Loss) Per Share – Diluted
 
$
..41
 
$
..34
 
$
..35
 
$
..38
 
 
 
F-25

 
Agree Realty Corporation
Notes to Consolidated Financial Statements
 
2012
Three Months Ended
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
8,087
 
$
8,368
 
$
8,902
 
$
9,267
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income
 
$
4,742
 
$
5,090
 
$
4,025
 
$
4,747
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings Per Share – Diluted
 
$
..43
 
$
..44
 
$
..35
 
$
..40
 

16.           Subsequent Events
In January and February 2014, the Company granted a total of 81,082 shares of restricted stock to employees and associates under the 2005 Plan. The fair value of these grants approximate $2,325,000 and the restricted shares vest over a five year period based on continued service to the Company.
 
The Company completed the sale of the Kmart anchored community shopping center located in Ironwood, Michigan for approximately $5,000,000 on January 15, 2014.
 
On March 4, 2014, the Company declared a dividend of $.43 per share for the quarter ending March 31, 2014 for holders of record on March 31, 2014. The holders of OP Units are also entitled to an equal distribution per OP Unit held as of March 31, 2014. The amounts are to be paid on April 8, 2014.
 
The Company evaluates events occurring after the date of the financial statements for events requiring recording or disclosure in the financial statements. The company has evaluated subsequent events through the date the consolidated financial statements were issued.
 
 
F-26

 
 
 
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2013
 
COLUMN A
 
COLUMN B
 
COLUMN C
 
COLUMN D
 
COLUMN E
 
COLUMN F
 
COLUMN G
 
COLUMN H
 
 
 
 
 
 
 
 
 
 
 
 
Gross Amount at Which Carried at Close of
 
 
 
 
 
Life on Which
 
 
 
 
 
 
Initial Cost
 
Costs
 
Period
 
 
 
 
 
Depreciation in
 
 
 
 
 
 
 
 
 
 
Capitalized
 
 
 
 
 
 
 
 
 
 
 
Latest Income
 
 
 
 
 
 
 
 
Building and
 
Subsequent to
 
 
 
Building and
 
 
 
Accumulated
 
Date of
 
Statement is
 
Description
 
Encumbrance
 
Land
 
Improvements
 
Acquisition
 
Land
 
Improvements
 
Total
 
Depreciation
 
Construction
 
Computed
 
Com pleted Retail Facilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borman Center, MI
 
$
-
 
$
550,000
 
$
562,404
 
$
1,087,596
 
$
550,000
 
$
1,650,000
 
$
2,200,000
 
$
1,576,772
 
1977
 
40 Years
 
Capital Plaza, KY
 
 
-
 
 
7,379
 
 
2,240,607
 
 
3,434,142
 
 
7,379
 
 
5,674,749
 
 
5,682,128
 
 
2,744,365
 
1978
 
40 Years
 
Chippew a Commons, WI
 
 
-
 
 
1,197,150
 
 
6,367,560
 
 
492,995
 
 
1,197,150
 
 
6,860,555
 
 
8,057,705
 
 
3,910,563
 
1990
 
40 Years
 
Grayling Plaza, MI
 
 
-
 
 
200,000
 
 
1,778,657
 
 
-
 
 
200,000
 
 
1,778,657
 
 
1,978,657
 
 
1,320,460
 
1984
 
40 Years
 
Marshall Plaza Two, MI
 
 
-
 
 
-
 
 
4,662,230
 
 
159,688
 
 
-
 
 
4,821,918
 
 
4,821,918
 
 
2,702,421
 
1990
 
40 Years
 
North Lakeland Plaza, FL
 
 
-
 
 
1,641,879
 
 
6,364,379
 
 
1,995,896
 
 
1,641,879
 
 
8,360,275
 
 
10,002,154
 
 
4,908,425
 
1987
 
40 Years
 
Oscoda Plaza, MI
 
 
-
 
 
183,295
 
 
1,872,854
 
 
-
 
 
183,295
 
 
1,872,854
 
 
2,056,149
 
 
1,387,693
 
1984
 
40 Years
 
Petoskey Town Center, MI
 
 
-
 
 
875,000
 
 
8,895,289
 
 
392,154
 
 
875,000
 
 
9,287,443
 
 
10,162,443
 
 
5,216,143
 
1990
 
40 Years
 
Rapids Associates, MI
 
 
-
 
 
705,000
 
 
6,854,790
 
 
2,157,041
 
 
705,000
 
 
9,011,831
 
 
9,716,831
 
 
4,359,647
 
1990
 
40 Years
 
West Frankfort Plaza, IL
 
 
-
 
 
8,002
 
 
784,077
 
 
202,463
 
 
8,002
 
 
986,540
 
 
994,542
 
 
675,719
 
1982
 
40 Years
 
Omaha Store, NE
 
 
-
 
 
150,000
 
 
-
 
 
-
 
 
150,000
 
 
-
 
 
150,000
 
 
-
 
1995
 
40 Years
 
Wichita Store, KS
 
 
1,669,449
 
 
1,039,195
 
 
1,690,644
 
 
(48,910)
 
 
1,139,677
 
 
1,541,252
 
 
2,680,929
 
 
742,605
 
1995
 
40 Years
 
Monroeville, PA
 
 
-
 
 
6,332,158
 
 
2,249,724
 
 
(2,586,265)
 
 
3,153,890
 
 
2,841,727
 
 
5,995,617
 
 
907,676
 
1996
 
40 Years
 
Boynton Beach, FL
 
 
-
 
 
1,534,942
 
 
2,043,122
 
 
3,976,385
 
 
1,534,942
 
 
6,019,507
 
 
7,554,449
 
 
1,419,357
 
1996
 
40 Years
 
Lawrence, KS
 
 
-
 
 
981,331
 
 
3,000,000
 
 
(1,510,873)
 
 
419,791
 
 
2,050,667
 
 
2,470,458
 
 
1,185,693
 
1997
 
40 Years
 
Waterford, MI
 
 
820,016
 
 
971,009
 
 
1,562,869
 
 
135,390
 
 
971,009
 
 
1,698,259
 
 
2,669,268
 
 
678,267
 
1997
 
40 Years
 
Chesterfield Township, MI
 
 
900,383
 
 
1,350,590
 
 
1,757,830
 
 
(46,164)
 
 
1,350,590
 
 
1,711,666
 
 
3,062,256
 
 
663,852
 
1998
 
40 Years
 
Grand Blanc, MI
 
 
860,200
 
 
1,104,285
 
 
1,998,919
 
 
43,929
 
 
1,104,285
 
 
2,042,848
 
 
3,147,133
 
 
648,096
 
1998
 
40 Years
 
Pontiac, MI
 
 
824,784
 
 
1,144,190
 
 
1,808,955
 
 
(113,506)
 
 
1,144,190
 
 
1,695,449
 
 
2,839,639
 
 
760,420
 
1998
 
40 Years
 
Mt Pleasant Shopping Ctr, MI
 
 
-
 
 
907,600
 
 
8,081,968
 
 
1,024,052
 
 
907,600
 
 
9,106,020
 
 
10,013,620
 
 
4,482,688
 
1973
 
40 Years
 
Rochester, MI
 
 
1,833,649
 
 
2,438,740
 
 
2,188,050
 
 
1,949
 
 
2,438,740
 
 
2,189,999
 
 
4,628,739
 
 
793,851
 
1999
 
40 Years
 
Ypsilanti, MI
 
 
1,656,140
 
 
2,050,000
 
 
2,222,097
 
 
32,641
 
 
2,050,000
 
 
2,254,738
 
 
4,304,738
 
 
788,297
 
1999
 
40 Years
 
Petoskey, MI
 
 
1,151,978
 
 
-
 
 
2,332,473
 
 
1,179
 
 
-
 
 
2,333,652
 
 
2,333,652
 
 
797,243
 
2000
 
40 Years
 
Flint, MI
 
 
1,737,574
 
 
2,026,625
 
 
1,879,700
 
 
(1,201)
 
 
2,026,625
 
 
1,878,499
 
 
3,905,124
 
 
610,518
 
2000
 
40 Years
 
Flint, MI
 
 
1,495,101
 
 
1,477,680
 
 
2,241,293
 
 
-
 
 
1,477,680
 
 
2,241,293
 
 
3,718,973
 
 
721,413
 
2001
 
40 Years
 
New Baltimore, MI
 
 
1,275,502
 
 
1,250,000
 
 
2,285,781
 
 
(16,502)
 
 
1,250,000
 
 
2,269,279
 
 
3,519,279
 
 
702,233
 
2001
 
40 Years
 
Flint, MI
 
 
3,138,856
 
 
1,729,851
 
 
1,798,091
 
 
660
 
 
1,729,851
 
 
1,798,751
 
 
3,528,602
 
 
526,473
 
2002
 
40 Years
 
Indianapolis, IN
 
 
-
 
 
180,000
 
 
1,117,617
 
 
-
 
 
180,000
 
 
1,117,617
 
 
1,297,617
 
 
319,174
 
2002
 
40 Years
 
Big Rapids, MI
 
 
-
 
 
1,201,675
 
 
2,014,107
 
 
(2,000)
 
 
1,201,675
 
 
2,012,107
 
 
3,213,782
 
 
540,794
 
2003
 
40 Years
 
Flint, MI
 
 
-
 
 
-
 
 
471,272
 
 
(198,810)
 
 
-
 
 
272,462
 
 
272,462
 
 
112,275
 
2003
 
20 Years
 
Canton Tw p, MI
 
 
-
 
 
1,550,000
 
 
2,132,096
 
 
23,020
 
 
1,550,000
 
 
2,155,116
 
 
3,705,116
 
 
543,220
 
2003
 
40 Years
 
Flint, MI
 
 
3,637,875
 
 
1,537,400
 
 
1,961,674
 
 
-
 
 
1,537,400
 
 
1,961,674
 
 
3,499,074
 
 
482,329
 
2004
 
40 Years
 
Webster, NY
 
 
-
 
 
1,600,000
 
 
2,438,781
 
 
-
 
 
1,600,000
 
 
2,438,781
 
 
4,038,781
 
 
596,997
 
2004
 
40 Years
 
Albion, NY
 
 
-
 
 
1,900,000
 
 
3,037,864
 
 
-
 
 
1,900,000
 
 
3,037,864
 
 
4,937,864
 
 
693,015
 
2004
 
40 Years
 
Flint, MI
 
 
2,781,211
 
 
1,029,000
 
 
2,165,463
 
 
(6,666)
 
 
1,029,000
 
 
2,158,797
 
 
3,187,797
 
 
492,435
 
2004
 
40 Years
 
Lansing, MI
 
 
-
 
 
785,000
 
 
348,501
 
 
3,045
 
 
785,000
 
 
351,546
 
 
1,136,546
 
 
83,456
 
2004
 
40 Years
 
Boynton Beach, FL
 
 
-
 
 
1,569,000
 
 
2,363,524
 
 
-
 
 
1,569,000
 
 
2,363,524
 
 
3,932,524
 
 
573,223
 
2004
 
40 Years
 
Midland, MI
 
 
-
 
 
2,350,000
 
 
2,313,413
 
 
(79,235)
 
 
2,268,695
 
 
2,315,483
 
 
4,584,178
 
 
489,552
 
2005
 
40 Years
 
Grand Rapids, MI
 
 
3,045,498
 
 
1,450,000
 
 
2,646,591
 
 
-
 
 
1,450,000
 
 
2,646,591
 
 
4,096,591
 
 
551,375
 
2005
 
40 Years
 
 
 
F-27

 
Agree Realty Corporation
 
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2013
 
COLUMN A
 
COLUMN B
 
COLUMN C
 
COLUMN D
 
COLUMN E
 
COLUMN F
 
COLUMN G
 
COLUMN H
 
 
 
 
 
 
 
 
 
 
 
Gross Amount at Which Carried at Close of
 
 
 
 
 
Life on Which
 
 
 
 
 
Initial Cost
 
Costs
 
Period
 
 
 
 
 
Depreciation in
 
 
 
 
 
 
 
 
 
Capitalized
 
 
 
 
 
 
 
 
 
 
 
Latest Income
 
 
 
 
 
 
 
Building and
 
Subsequent to
 
 
 
Building and
 
 
 
Accumulated
 
Date of
 
Statement is
 
Description
 
Encumbrance
 
Land
 
Improvements
 
Acquisition
 
Land
 
Improvements
 
Total
 
Depreciation
 
Construction
 
Computed
 
Delta Tow nship, MI
 
3,179,846
 
2,075,000
 
2,535,971
 
7,004
 
2,075,000
 
2,542,975
 
4,617,975
 
519,249
 
2005
 
40 Years
 
Roseville, MI
 
2,403,987
 
1,771,000
 
2,327,052
 
-
 
1,771,000
 
2,327,052
 
4,098,052
 
472,681
 
2005
 
40 Years
 
Mt Pleasant, MI
 
1,252,087
 
1,075,000
 
1,432,390
 
4,787
 
1,075,000
 
1,437,177
 
2,512,177
 
290,417
 
2005
 
40 Years
 
N Cape May, NJ
 
-
 
1,075,000
 
1,430,092
 
495
 
1,075,000
 
1,430,587
 
2,505,587
 
289,094
 
2005
 
40 Years
 
Summit Tw p, MI
 
1,473,349
 
998,460
 
1,336,357
 
-
 
998,460
 
1,336,357
 
2,334,817
 
243,584
 
2006
 
40 Years
 
Livonia, MI
 
4,363,369
 
1,200,000
 
3,441,694
 
817,589
 
1,200,000
 
4,259,283
 
5,459,283
 
671,580
 
2007
 
40 Years
 
Barnesville, GA
 
-
 
932,500
 
2,091,514
 
5,490
 
932,500
 
2,097,004
 
3,029,504
 
325,443
 
2007
 
40 Years
 
East Lansing, MI
 
-
 
1,450,000
 
1,002,192
 
140,169
 
1,450,000
 
1,142,361
 
2,592,361
 
178,363
 
2007
 
40 Years
 
Plainfield, IN
 
-
 
4,549,758
 
-
 
114,383
 
4,664,141
 
-
 
4,664,141
 
-
 
2007
 
40 Years
 
Macomb Tow nship, MI
 
4,070,126
 
2,621,500
 
3,484,212
 
(83,479)
 
2,537,222
 
3,485,011
 
6,022,233
 
508,214
 
2008
 
40 Years
 
Shelby Tow nship, MI
 
3,481,583
 
2,055,174
 
2,533,876
 
47,775
 
2,058,474
 
2,578,351
 
4,636,825
 
348,345
 
2008
 
40 Years
 
Silver Springs Shores, FL
 
3,637,014
 
1,975,000
 
2,504,112
 
(5,400)
 
1,975,000
 
2,498,712
 
4,473,712
 
312,475
 
2009
 
40 Years
 
Brighton, MI
 
-
 
1,365,000
 
2,802,036
 
5,615
 
1,365,000
 
2,807,651
 
4,172,651
 
339,179
 
2009
 
40 Years
 
Port St John, FL
 
-
 
2,320,860
 
2,402,641
 
880
 
2,320,860
 
2,403,521
 
4,724,381
 
280,396
 
2009
 
40 Years
 
Low ell, MI
 
-
 
890,000
 
1,930,182
 
10,190
 
890,000
 
1,940,372
 
2,830,372
 
206,101
 
2009
 
40 Years
 
Southfield, MI
 
-
 
1,200,000
 
125,616
 
2,064
 
1,200,000
 
127,690
 
1,327,690
 
13,425
 
2009
 
40 Years
 
Atchison, KS
 
-
 
943,750
 
3,021,672
 
-
 
823,170
 
3,142,252
 
3,965,422
 
273,440
 
2010
 
40 Years
 
Johnstow n, OH
 
2,384,927
 
485,000
 
2,799,502
 
-
 
485,000
 
2,799,502
 
3,284,502
 
244,957
 
2010
 
40 Years
 
Lake in the Hills, IL
 
-
 
2,135,000
 
3,328,560
 
-
 
1,690,000
 
3,773,560
 
5,463,560
 
324,624
 
2010
 
40 Years
 
Concord, NC
 
-
 
7,676,305
 
-
 
-
 
7,676,305
 
-
 
7,676,305
 
-
 
2010
 
40 Years
 
Antioch, IL
 
1,669,449
 
1,087,884
 
-
 
-
 
1,087,884
 
-
 
1,087,884
 
-
 
2010
 
40 Years
 
St Augustine Shores, FL
 
-
 
1,700,000
 
1,973,929
 
(4,754)
 
1,700,000
 
1,969,175
 
3,669,175
 
153,704
 
2010
 
40 Years
 
Atlantic Beach, FL
 
3,452,182
 
1,650,000
 
1,904,357
 
1,262
 
1,650,000
 
1,905,619
 
3,555,619
 
150,758
 
2010
 
40 Years
 
Mansfield, CT
 
2,170,284
 
700,000
 
1,902,191
 
508
 
700,000
 
1,902,699
 
2,602,699
 
148,646
 
2010
 
40 Years
 
Spring Grove, IL
 
2,313,000
 
1,191,199
 
-
 
968
 
1,192,167
 
-
 
1,192,167
 
-
 
2010
 
40 Years
 
Ann Arbor, MI
 
-
 
-
 
3,061,507
 
2,623,823
 
2,660,582
 
3,024,748
 
5,685,330
 
245,981
 
2010
 
40 Years
 
Tallahassee, FL
 
1,628,000
 
-
 
1,482,462
 
-
 
-
 
1,482,462
 
1,482,462
 
112,729
 
2010
 
40 Years
 
Wilmington, NC
 
2,186,000
 
1,500,000
 
1,348,591
 
-
 
1,500,000
 
1,348,591
 
2,848,591
 
95,525
 
2011
 
40 Years
 
Marietta, GA
 
900,000
 
575,000
 
696,297
 
6,359
 
575,000
 
702,656
 
1,277,656
 
43,836
 
2011
 
40 Years
 
Baltimore, MD
 
2,534,000
 
2,610,430
 
-
 
(3,447)
 
2,606,983
 
-
 
2,606,983
 
-
 
2011
 
40 Years
 
Dallas, TX
 
1,844,000
 
701,320
 
778,905
 
1,042,730
 
701,320
 
1,821,635
 
2,522,955
 
99,196
 
2011
 
40 Years
 
Chandler, AZ
 
1,550,203
 
332,868
 
793,898
 
360
 
332,868
 
794,258
 
1,127,126
 
44,715
 
2011
 
40 Years
 
New Lenox, IL
 
1,192,464
 
1,422,488
 
-
 
-
 
1,422,488
 
-
 
1,422,488
 
-
 
2011
 
40 Years
 
 
 
F-28

 
Agree Realty Corporation
 
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2013
 
COLUMN A
 
COLUMN B
 
COLUMN C
 
COLUMN D
 
COLUMN E
 
COLUMN F
 
COLUMN G
 
COLUMN H
 
 
 
 
 
 
 
 
 
 
 
Gross Amount at Which Carried at Close of
 
 
 
 
 
Life on Which
 
 
 
 
 
Initial Cost
 
Costs
 
Period
 
 
 
 
 
Depreciation in
 
 
 
 
 
 
 
 
 
Capitalized
 
 
 
 
 
 
 
 
 
 
 
Latest Income
 
 
 
 
 
 
 
Building and
 
Subsequent to
 
 
 
Building and
 
 
 
Accumulated
 
Date of
 
Statement is
 
Description
 
Encumbrance
 
Land
 
Improvements
 
Acquisition
 
Land
 
Improvements
 
Total
 
Depreciation
 
Construction
 
Computed
 
Roseville, CA
 
4,752,000
 
2,800,000
 
3,695,455
 
(96,364)
 
2,695,636
 
3,703,455
 
6,399,091
 
215,968
 
2011
 
40 Years
 
Fort Walton Beach, FL
 
1,768,000
 
542,200
 
1,958,790
 
303
 
542,200
 
1,959,093
 
2,501,293
 
102,032
 
2011
 
40 Years
 
Leaw ood, KS
 
3,275,170
 
989,622
 
3,003,541
 
16,198
 
989,622
 
3,019,739
 
4,009,361
 
150,987
 
2011
 
40 Years
 
Salt Lake City, UT
 
4,948,724
 
-
 
6,810,104
 
(44,417)
 
-
 
6,765,687
 
6,765,687
 
373,753
 
2011
 
40 Years
 
Burton, MI
 
-
 
80,000
 
-
 
-
 
80,000
 
-
 
80,000
 
-
 
2011
 
 
 
Macomb Tow nship, MI
 
1,793,000
 
1,605,134
 
-
 
-
 
1,605,134
 
-
 
1,605,134
 
-
 
2012
 
40 Years
 
Madison, AL
 
1,552,000
 
675,000
 
1,317,927
 
-
 
675,000
 
1,317,927
 
1,992,927
 
65,896
 
2012
 
40 Years
 
Walker, MI
 
887,000
 
219,200
 
1,024,738
 
-
 
219,200
 
1,024,738
 
1,243,938
 
44,829
 
2012
 
40 Years
 
Portland, OR
 
9,271,562
 
7,969,403
 
-
 
161
 
7,969,564
 
-
 
7,969,564
 
-
 
2012
 
40 Years
 
Cochran, GA
 
-
 
365,714
 
2,053,726
 
-
 
365,714
 
2,053,726
 
2,419,440
 
77,015
 
2012
 
40 Years
 
Baton Rouge, LA
 
1,073,217
 
-
 
1,188,322
 
-
 
-
 
1,188,322
 
1,188,322
 
47,038
 
2012
 
40 Years
 
Southfield, MI
 
1,483,000
 
1,178,215
 
-
 
-
 
1,178,215
 
-
 
1,178,215
 
-
 
2012
 
40 Years
 
Clifton Heights, PA
 
3,898,994
 
2,543,941
 
3,038,561
 
-
 
2,543,941
 
3,038,561
 
5,582,502
 
110,668
 
2012
 
40 Years
 
New ark, NJ
 
2,492,444
 
2,117,547
 
4,777,516
 
-
 
2,117,547
 
4,777,516
 
6,895,063
 
174,002
 
2012
 
40 Years
 
Vineland, DE
 
2,188,562
 
4,102,710
 
1,501,854
 
-
 
4,102,710
 
1,501,854
 
5,604,564
 
55,046
 
2012
 
40 Years
 
Fort Mill, SC
 
-
 
750,000
 
1,187,380
 
-
 
750,000
 
1,187,380
 
1,937,380
 
42,053
 
2012
 
40 Years
 
Spartanburg, SC
 
-
 
250,000
 
765,714
 
-
 
250,000
 
765,714
 
1,015,714
 
26,321
 
2012
 
40 Years
 
Springfield, IL
 
-
 
302,520
 
653,654
 
-
 
302,520
 
653,654
 
956,174
 
21,788
 
2012
 
40 Years
 
Jacksonville, FL
 
-
 
676,930
 
1,482,748
 
-
 
676,930
 
1,482,748
 
2,159,678
 
49,425
 
2012
 
40 Years
 
Morrow , GA
 
-
 
525,000
 
1,383,489
 
(99,850)
 
525,000
 
1,283,639
 
1,808,639
 
40,738
 
2012
 
40 Years
 
Charlotte, NC
 
-
 
1,822,900
 
3,531,275
 
(572,344)
 
1,822,900
 
2,958,931
 
4,781,831
 
88,687
 
2012
 
40 Years
 
Lyons, GA
 
-
 
121,627
 
2,155,635
 
(126,199)
 
121,627
 
2,029,436
 
2,151,063
 
55,227
 
2012
 
40 Years
 
Fuquay-Varina, NC
 
-
 
2,042,225
 
1,763,768
 
(255,778)
 
2,042,225
 
1,507,990
 
3,550,215
 
41,374
 
2012
 
40 Years
 
Minneapolis, MN
 
-
 
1,088,015
 
345,958
 
(54,430)
 
826,635
 
552,908
 
1,379,543
 
14,543
 
2012
 
40 Years
 
Lake Zurich, IL
 
-
 
780,974
 
7,909,277
 
28,174
 
780,974
 
7,937,451
 
8,718,425
 
206,675
 
2012
 
40 Years
 
Lebanon, VA
 
-
 
300,000
 
612,582
 
16,363
 
300,000
 
628,945
 
928,945
 
15,724
 
2012
 
40 Years
 
Harlingen, TX
 
-
 
430,000
 
1,614,378
 
12,854
 
430,000
 
1,627,232
 
2,057,232
 
40,681
 
2012
 
40 Years
 
Wichita, TX
 
-
 
340,000
 
1,530,971
 
12,854
 
340,000
 
1,543,825
 
1,883,825
 
38,596
 
2012
 
40 Years
 
Pensacola, FL
 
-
 
650,000
 
1,165,415
 
12,854
 
650,000
 
1,178,269
 
1,828,269
 
29,457
 
2012
 
40 Years
 
Pensacola, FL
 
-
 
400,000
 
1,507,583
 
12,854
 
400,000
 
1,520,437
 
1,920,437
 
38,011
 
2012
 
40 Years
 
 
 
F-29

 
Agree Realty Corporation
 
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2013
 
COLUMN A
 
 
COLUMN B
 
COLUMN C
 
COLUMN D
 
COLUMN E
 
 
COLUMN F
 
COLUMN G
 
COLUMN H
 
 
 
 
 
 
 
 
 
 
 
 
Costs
 
Gross Amount at Which Carried at Close of
 
 
 
 
 
 
Life on Which
Depreciation in
 
 
 
 
 
 
Initial Cost
 
Capitalized
 
Period
 
 
 
 
 
 
Latest Income
 
 
 
 
 
 
 
 
 
Building and
 
Subsequent to
 
 
 
 
 
Building and
 
 
 
 
 
Accumulated
 
Date of
 
Statement is
 
Description
 
 
Encumbrance
 
Land
 
Improvements
 
Acquisition
 
 
Land
 
 
Improvements
 
 
Total
 
 
Depreciation
 
Construction
 
Computed
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Venice, FL
 
 
-
 
 
1,300,196
 
 
-
 
 
4,891
 
 
1,305,087
 
 
-
 
 
1,305,087
 
 
-
 
2012
 
40 Years
 
St. Joseph, MO
 
 
-
 
 
377,620
 
 
7,639,521
 
 
-
 
 
377,620
 
 
7,639,521
 
 
8,017,141
 
 
175,072
 
2013
 
40 Years
 
Statham, GA
 
 
-
 
 
191,919
 
 
3,851,073
 
 
-
 
 
191,919
 
 
3,851,073
 
 
4,042,992
 
 
88,254
 
2013
 
40 Years
 
North Las Vegas, NV
 
 
-
 
 
214,552
 
 
717,435
 
 
-
 
 
214,552
 
 
717,435
 
 
931,987
 
 
15,694
 
2013
 
40 Years
 
Memphis, TN
 
 
-
 
 
322,520
 
 
748,890
 
 
-
 
 
322,520
 
 
748,890
 
 
1,071,410
 
 
15,602
 
2013
 
40 Years
 
Rancho Cordova, CA
 
 
-
 
 
3,889,612
 
 
3,232,662
 
 
-
 
 
3,889,612
 
 
3,232,662
 
 
7,122,274
 
 
60,612
 
2013
 
40 Years
 
Kissimmee, FL
 
 
-
 
 
1,453,500
 
 
971,683
 
 
-
 
 
1,453,500
 
 
971,683
 
 
2,425,183
 
 
18,219
 
2013
 
40 Years
 
Pinellas Park, FL
 
 
-
 
 
2,625,000
 
 
874,542
 
 
-
 
 
2,625,000
 
 
874,542
 
 
3,499,542
 
 
12,754
 
2013
 
40 Years
 
Manchester, CT
 
 
-
 
 
397,800
 
 
325,705
 
 
-
 
 
397,800
 
 
325,705
 
 
723,505
 
 
5,428
 
2013
 
40 Years
 
Rapid City, ND
 
 
-
 
 
1,017,800
 
 
2,348,032
 
 
-
 
 
1,017,800
 
 
2,348,032
 
 
3,365,832
 
 
36,688
 
2013
 
40 Years
 
Chicago, IL
 
 
-
 
 
272,222
 
 
649,063
 
 
-
 
 
272,222
 
 
649,063
 
 
921,285
 
 
9,465
 
2013
 
40 Years
 
Brooklyn, OH
 
 
-
 
 
3,643,700
 
 
15,079,714
 
 
-
 
 
3,643,700
 
 
15,079,714
 
 
18,723,414
 
 
188,496
 
2013
 
40 Years
 
Madisonville, TX
 
 
-
 
 
96,680
 
 
1,087,642
 
 
-
 
 
96,680
 
 
1,087,642
 
 
1,184,322
 
 
13,596
 
2013
 
40 Years
 
Baton Rouge, LA
 
 
-
 
 
271,400
 
 
1,086,434
 
 
-
 
 
271,400
 
 
1,086,434
 
 
1,357,834
 
 
11,317
 
2013
 
40 Years
 
Forest, MS
 
 
-
 
 
-
 
 
1,298,176
 
 
-
 
 
-
 
 
1,298,176
 
 
1,298,176
 
 
13,523
 
2013
 
40 Years
 
Sun Valley, NV
 
 
-
 
 
308,495
 
 
1,373,336
 
 
-
 
 
308,495
 
 
1,373,336
 
 
1,681,831
 
 
11,444
 
2013
 
40 Years
 
Rochester, NY
 
 
-
 
 
2,500,000
 
 
7,398,639
 
 
-
 
 
2,500,000
 
 
7,398,639
 
 
9,898,639
 
 
53,948
 
2013
 
40 Years
 
Allentow n, PA
 
 
-
 
 
2,525,051
 
 
7,896,613
 
 
-
 
 
2,525,051
 
 
7,896,613
 
 
10,421,664
 
 
57,579
 
2013
 
40 Years
 
Casselberry, FL
 
 
-
 
 
1,804,000
 
 
793,101
 
 
-
 
 
1,804,000
 
 
793,101
 
 
2,597,101
 
 
8,261
 
2013
 
40 Years
 
Berw yn, IL
 
 
-
 
 
186,791
 
 
933,959
 
 
-
 
 
186,791
 
 
933,959
 
 
1,120,750
 
 
1,946
 
2013
 
40 Years
 
Grand Forks, ND
 
 
-
 
 
1,502,609
 
 
2,301,337
 
 
-
 
 
1,502,609
 
 
2,301,337
 
 
3,803,946
 
 
9,589
 
2013
 
40 Years
 
Ann Arbor, MI
 
 
-
 
 
3,000,000
 
 
4,595,757
 
 
-
 
 
3,000,000
 
 
4,595,757
 
 
7,595,757
 
 
9,574
 
2013
 
40 Years
 
Joplin, MO
 
 
-
 
 
1,208,225
 
 
1,160,843
 
 
-
 
 
1,208,225
 
 
1,160,843
 
 
2,369,068
 
 
4,837
 
2013
 
40 Years
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sub Total
 
 
113,897,759
 
 
164,052,041
 
 
281,351,592
 
 
14,157,588
 
 
162,096,646
 
 
297,464,585
 
 
459,561,231
 
 
60,633,824
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property Held for Sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ironw ood, MI
 
 
-
 
 
167,500
 
 
8,181,306
 
 
1,299,613
 
 
167,500
 
 
9,480,919
 
 
9,648,419
 
 
4,802,915
 
1991
 
40 Years
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Completed
 
 
113,897,759
 
 
164,219,541
 
 
289,532,898
 
 
15,457,201
 
 
162,264,146
 
 
306,945,504
 
 
469,209,650
 
 
65,436,739
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail Facilities Under Developm ent
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
St Petersburg, FL
 
 
-
 
 
1,177,000.00
 
 
659,751
 
 
-
 
 
1,177,000
 
 
659,751
 
 
1,836,751
 
 
-
 
N/A
 
N/A
 
New Lenox, IL
 
 
-
 
 
2,010,000.00
 
 
1,101,817
 
 
-
 
 
2,010,000
 
 
1,101,817
 
 
3,111,817
 
 
-
 
N/A
 
N/A
 
Bloomfield Hills, MI
 
 
-
 
 
-
 
 
1,369,965
 
 
-
 
 
-
 
 
1,369,965
 
 
1,369,965
 
 
-
 
N/A
 
N/A
 
Other
 
 
-
 
 
-
 
 
640,641
 
 
-
 
 
-
 
 
640,641
 
 
640,641
 
 
-
 
N/A
 
N/A
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sub Total
 
 
-
 
 
3,187,000
 
 
3,772,174
 
 
-
 
 
3,187,000
 
 
3,772,174
 
 
6,959,174
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
113,897,759
 
$
167,406,541
 
$
293,305,072
 
$
15,457,201
 
$
165,451,146
 
$
310,717,678
 
$
476,168,824
 
$
65,436,739
 
 
 
 
 
 
 
F-30

 
Agree Realty Corporation
 
Notes to Schedule III
December 31, 2013
 
1. Reconciliation of Real Estate Properties
The following table reconciles the Real Estate Properties from January 1, 2011 to December 31, 2013.
 
 
 
2013
 
2012
 
2011
 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1
 
$
398,811,830
 
$
340,073,911
 
$
339,492,832
 
Construction and acquisition cost
 
 
82,692,554
 
 
97,418,031
 
 
31,219,239
 
Impairment charge
 
 
(450,000)
 
 
-
 
 
(13,500,000)
 
Disposition of real estate
 
 
(4,885,560)
 
 
(38,680,112)
 
 
(17,138,160)
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31
 
$
476,168,824
 
$
398,811,830
 
$
340,073,911
 
 
2. Reconciliation of Accumulated Depreciation
The following table reconciles the Real Estate Properties from January 1, 2011 to December 31, 2013.
 
 
 
2013
 
2012
 
2011
 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1
 
$
58,856,688
 
$
68,589,778
 
$
67,383,413
 
Current year depreciation expense
 
 
6,930,145
 
 
5,726,319
 
 
6,005,270
 
Disposition of real estate
 
 
(350,094)
 
 
(15,459,409)
 
 
(4,798,905)
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31
 
$
65,436,739
 
$
58,856,688
 
$
68,589,778
 
 
3. Tax Basis of Building and Improvements
The aggregate cost of Building and Improvements for federal income tax purposes is approximately
$18,877,000 less than the cost basis used for financial statement purposes.
 
 
F-31