UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: May 3, 2006
AGREE REALTY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND
(State of other jurisdiction of (Commission File Number)
incorporation or organization) 1-12928
31850 Northwestern Highway 38-3148187
Farmington Hills, MI 48334 (I.R.S. Employer
(Address of principal executive offices) identification No.)
(Registrant's telephone number, including area code) (248) 737-4190
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2 (b) under the
Exchange Act (17 CFR 240.14d-2 (b))
[ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the
Exchange Act (17 CFR 240.13e-4 (c))
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit 99.1 - Press Release issued by Agree Realty Corporation, dated May 2,
2006
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The information under this caption is furnished by Agree Realty Corporation
(the "Company") in accordance with Securities Exchange Commission Release No.
33-8216. This information shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
On May 2, 2006, the Company issued a press release describing its results
of operations for the first quarter ending March 31, 2006. A copy of the press
release is attached as Exhibit 99.1 to this report. In the earnings release, the
Company used the non-GAAP financial measure of Funds from Operations ("FFO"). A
reconciliation of FFO to the comparable GAAP financial measure (Net Income) is
contained in the attached earnings release. Disclosure regarding the definition
of FFO used by the Company and why the Company's management believes the
presentation of FFO provides useful information to investors is included in the
Company's annual report on Form 10-K for the fiscal year ended December 31,
2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AGREE REALTY CORPORATION
/s/ Kenneth R. Howe
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Vice President, Finance, Chief Financial
Officer
DATED: May 3, 2006
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release of Agree Realty Corporation dated May 2, 2006