AGREE REALTY CORP - Annual Report: 2005 (Form 10-K)

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

AGREE REALTY CORPORATION

Maryland		38-3148187
(State or other jurisdiction of		(I.R.S. Employer
Incorporation or organization)		identification No.)
31850 Northwestern Highway		(248) 737-4190
Farmington Hills, Michigan 48334		(Registrant’s telephone number,
		Including area code)

Title of each class		Name of each exchange on which registered
Common Stock, $.0001 par value Exchange		New York Stock

Securities Registered Pursuant to Section 12(g) of the Act:
None
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES o    NO þ

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 o     NO þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 OR 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ     NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) 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. o

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o     NO þ

The aggregate market value of the Registrant’s shares of common stock held by non-affiliates was approximately $231,997,716 as of June 30, 2005, based on the closing price of $30.25 on the NYSE on that date.

At February 28, 2006, there were 7,706,846 shares of Common Stock, $.0001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: The information required by Part III, Items 10-13 is to be incorporated by reference from the definitive information statement which involved the election of directors at our May 2006 Annual Meeting of Shareholders and which is to be filed with the Commission not later than 120 days after December 31, 2005.

 

 

TABLE OF CONTENTS

Part I
Item 1.		Business			4
Item 1A.		Risk Factors			6
Item 1B.		Unresolved Staff Comments			11
Item 2.		Properties			11
Item 3.		Legal Proceedings			17
Item 4.		Submission of Matters to a Vote of Security Holders			17
Part II
Item 5.		Market for Registrant’s Common Equity and Related Stockholder Matters			18
Item 6.		Selected Financial Data			18
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Item 7A.		Quantitative and Qualitative Disclosures about Market Risk			26
Item 8.		Financial Statements and Supplementary Data			27
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			27
Item 9A.		Controls and Procedures			27
Item 9B.		Other Information			30
Part III
Item 10.		Directors and Executive Officers of the Registrant			30
Item 11.		Executive Compensation			30
Item 12.		Security Ownership of Certain Beneficial Owners and Management			31
Item 13.		Certain Relationships and Related Transactions			31
Item 14.		Principal Accountant Fees and Services			31
Part IV
Item 15.		Exhibits, Financial Statements and Schedules			31
Signatures					35
Subsidiaries of Agree Realty Corporation
Consent of BDO Seidman, LLP
Certification pursuant to Section 302 of Richard Agree, Chief Executive Officer
Certification pursuant to Section 302 of Kenneth R. Howe, Chief Financial Officer
Certification pursuant to Section 906 of Richard Agree, Chief Executive Officer
Certification pursuant to Section 906 of Kenneth R. Howe, Chief Financial Officer

Part I

FORWARD LOOKING STATEMENTS

     We have made statements in this Form 10-K that are “forward-looking” in that they do not discuss historical facts but instead note future expectations, projections, intentions or other items relating to the future.

     Forward-looking statements, which are generally prefaced by the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar terms, are subject to known and unknown risks, uncertainties and other facts that may cause our actual results or performance to differ materially from those contemplated by the forward-looking statements. Many of those factors are noted in conjunction with the forward-looking statements in the text. Other important factors that could cause our actual results to differ include:

	•		Our inability to effect the development or acquisition of properties on favorable terms.
	•		The effect of economic conditions. If an economic downturn occurs, any corresponding decrease in disposable income could result in consumers being less willing to purchase goods from our tenants which could adversely affect our financial condition and results of operations. Our financial condition and results of operations could also be adversely affected if our tenants are otherwise unable to make lease payments or fail to renew their leases.
	•		Our inability to obtain long-term financing at interest rates that will allow us to offer attractive rental rates to our tenants in order to continue the development or acquisition of retail properties leased to national tenants on a long-term basis.
	•		Actions of our competitors. We seek to remain competitive in the development of real estate assets in the markets that we currently serve. With regard to our acquisition of properties, we compete with insurance companies, credit companies, pension funds, private individuals, investment companies and other REITs, some of which have greater resources than we do.
	•		Failure to qualify as a REIT. Although we believe that we were organized and have been operating in conformity with the requirements for qualification as a REIT under the Internal Revenue Code, we cannot assure you that we will continue to qualify as a REIT.
	•		Changes in government regulations, tax rates and similar matters, For example, changes in real estate and zoning laws, environmental uncertainties and natural disasters could adversely affect our financial condition and results of operations.

     Other risk uncertainties and factors that could cause actual results to differ materially from those projected are discussed in the “Risk Factors” section of this Form 10-K.

     We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in or incorporated by reference into this Form 10-K might not occur.

     References herein to the “Company” include Agree Realty Corporation, together with its wholly-owned subsidiaries and its majority owned operating partnership, Agree Limited Partnership (Operating Partnership), unless the context otherwise requires.

Item 1.		BUSINESS

General

     Agree Realty Corporation is a fully-integrated, self-administered and self-managed real estate investment trust (REIT) focused primarily on the development, acquisition and management of retail properties net leased to national tenants. We were formed in December 1993 to continue and expand the business founded in 1971 by our current President and Chairman, Richard Agree. We specialize in developing retail properties for national tenants who have executed long-term net leases prior to the commencement of construction. As of December 31, 2005, approximately 89% of our annualized base rent is derived from national tenants. All of our freestanding property tenants and the majority of our community shopping center tenants have triple-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.

     At December 31, 2005, our portfolio consisted of 59 properties, located in 15 states containing an aggregate of approximately 3.4 million square feet of gross leasable area (GLA). As of December 31, 2005, our portfolio includes 47 freestanding net leased properties and 12 community shopping centers that were 98.6% leased with a weighted average lease term of approximately 12.2 years. As of December 31, 2005, approximately 67% of our annualized base rent is derived from our top three tenants: Borders Group, Inc. (Borders) — 33%, Walgreen Co. (Walgreen) — 21% and Kmart Corporation (Kmart) — 13%.

     We expect to continue to grow our asset base primarily through the development of retail properties that are pre-leased on a long-term basis to national tenants. We believe this development strategy provides attractive returns on investment, without the risks associated with speculative development. Since our initial public offering in 1994, we have developed 47 of our 59 properties, including 35 of our 47 freestanding properties and all 12 of our community shopping centers. As of December 31, 2005, the properties that we developed accounted for 82.6% of our annualized base rent. We focus on development because we believe it generally provides us a higher return on investment than the acquisition of similarly located properties. We expect to continue to expand our tenant relationships and diversify our tenant base to include other quality national tenants.

Growth Strategy

     Our growth strategy is to continue to develop retail properties pre-leased on a long-term basis to national tenants. We believe that this strategy produces superior risk adjusted returns. Our strategy commences with the identification of a land parcel we believe is situated in an attractive retail location. The location must be in a concentrated retail corridor and have high traffic counts, good visibility and demographics compatible with the needs of a particular retail tenant. After assessing the feasibility of development, we propose to the tenants that we execute long-term net leases for the finished development on that site.

     Upon the execution of the leases, we purchase the land and pursue all the necessary approvals to begin development. We direct all aspects of the development, including construction, design, leasing and management. Property management and the majority of the leasing activities are handled directly by our personnel. We believe that this approach enhances our ability to maximize the long-term value of our properties.

Financing Strategy

     The majority of our indebtedness is fixed rate, non-recourse and long-term in nature. Whenever feasible, we enter into long-term financing for our properties to match the underlying long-term leases. As of December 31, 2005, the average weighted maturity of our long-term debt was 14.4 years. We intend to limit our floating rate debt to borrowings under our credit facilities, which are primarily used to finance new development and acquisitions. Once development of a project is completed, we typically refinance this floating rate debt with long-term, fixed rate, non-recourse debt. As of December 31, 2005, our total debt was approximately $68.2 million, consisting of approximately $50.7 million of fixed rate debt at an average interest rate of 6.64% and approximately $17.5 million of floating rate debt, consisting primarily of the credit facilities, at an aggregate weighted average interest rate of

6.35%. We intend to maintain a ratio of total indebtedness (including construction and acquisition financing) to market capitalization of 65% or less.

     We may from time to time re-evaluate our borrowing policies in light of the then 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 market capitalization without stockholder approval.

Property 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 quality 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 12 community shopping centers properties, we sub-contract on-site functions such as maintenance, landscaping, snow removal, sweeping, plumbing and electrical and, to the extent permitted by the respective leases, the cost of these functions is 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 computer system provides us immediate access to store availability, lease data, tenants’ sales history, cash flow budgets and forecasts, and enables us to maximize cash flow from operations and closely monitor corporate expenses.

Agree Limited Partnership

     Our assets are held by, and all of our operations are conducted through, Agree Limited Partnership (Operating Partnership), of which we are the sole general partner and held a 91.96% interest as of December 31, 2005. 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.

Headquarters

     Our headquarters are located at 31850 Northwestern Highway, Farmington Hills, MI 48334 and our telephone number is (248) 737-4190. Our web site address is www.agreerealty.com. Agree Realty Corporation’s SEC filings can be accessed through this site.

Major Tenants

     As of December 31, 2005, approximately 66% of our gross leasable area was leased to Borders, Walgreen, and Kmart and approximately 67% of our total annualized base rents were attributable to these tenants. At December 31, 2005, Borders occupied approximately 29% of our gross leasable area and accounted for approximately 33% of the annualized base rent. At December 31, 2005, Walgreen Co. occupied approximately 7% of our gross leasable area and accounted for approximately 21% of the annualized base rent. At December 31, 2005, Kmart Corporation occupied approximately 30% of our gross leasable area and accounted for approximately 13% of the annualized base rent. No other tenant accounted for more than 10% of gross leasable area or annualized base rent in 2005. The loss of any of these anchor tenants or the inability of any of them to pay rent would have an adverse effect on our business.

Tax Status

     We have operated and intend to operate in a manner to qualify as a REIT under Sections 856 through 860 of the Internal Revenue Code. In order to maintain qualification as a REIT, we must, among other things, distribute

at least 90% of our real estate investment trust income and meet certain other asset and income tests. Additionally, our charter limits ownership of the Company, directly or constructively, by any single person to 9.8% of the total number of outstanding shares, subject to certain exceptions. As a REIT, we are not subject to federal income tax with respect to that portion of its income that meets certain criteria and is distributed annually to the stockholders.

Competition

     We face competition in seeking properties for acquisition and tenants who will lease space in these properties from insurance companies, credit companies, pension funds, private individuals, investment companies and other REITs, many of which have greater financial and other resources than us. 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.

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 on each Property by independent environmental consultants. 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.

     We conducted Phase I environmental studies on the three properties we developed and the three properties we acquired in 2005. The results of these Phase I studies required the Company to perform a baseline environmental assessment on two of the properties (which involves soil sampling or ground water analysis). The results of the baseline environmental assessment confirmed that 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 February 28, 2006, we employed eight persons. Employee responsibilities include accounting, construction, leasing, property coordination 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 freestanding 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.

ITEM 1A.		RISK FACTORS

     General

     We rely significantly on three major tenants. As of December 31, 2005, we derived approximately 67% of our annualized base rent from three major tenants, Borders, Walgreen and Kmart. 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 protecting our investment. The bankruptcy or insolvency of any of the major tenants would likely have a

material adverse effect on the properties affected and the income produced by those properties and correspondingly our ability to make distributions.

     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 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, 2005, 12 of our properties had tenants with those provisions in their leases.

     We could be adversely affected by a tenant’s bankruptcy. 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 leases with us. If that happens, our claim against the bankrupt tenant for unpaid future rent would be subject to statutory limitations that might be substantially less than the remaining rent we are owed under the leases. In addition, any claim we have for unpaid past rent would likely not be paid in full.

     Risks involved in single tenant leases. We focus our development activities on net leased real estate or interests therein. Because our properties are generally leased to single tenants, the financial failure of or other default by a tenant resulting in the termination of a lease is likely to cause a significant reduction in our operating cash flow and might decrease the value of the property leased to such tenant.

     Risks associated with borrowing, including loss of properties in the event of a foreclosure. At December 31, 2005, our ratio of indebtedness to market capitalization was approximately 22.3%. 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.

     Risks associated with our development and acquisition activities. We intend to continue development of new properties and to consider possible acquisitions of existing properties. New project development is subject to a number of risks, including risks of construction delays or cost overruns that may increase project costs, risks that the properties will not achieve anticipated occupancy levels or sustain anticipated rent levels, 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. In addition, we anticipate that our new development will be financed under lines of credit 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, the fact that we must distribute 90% of our taxable income in order to maintain our qualification as a REIT will limit our ability to rely upon income from operations or cash flow from operations to finance new development or acquisitions. As a result, if permanent debt or equity financing was not available on acceptable terms to refinance 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 and that judgments with respect to the costs of improvements to bring an acquired property up to standards established for the market position intended for that property will prove inaccurate, as well as general investment risks associated with any new real estate investment.

     Our portfolio has limited geographic diversification. Our properties are located primarily in the Midwestern United States and Florida. The concentration of our properties in a limited number of geographic regions creates the risk that, should these regions experience an economic downturn, our operations may be adversely affected. Thirty-three of our properties are located in Michigan. Should Michigan experience an economic downturn, our operations and our rentals from our Michigan properties could be adversely affected.

     Dependence on key personnel. We are dependent on the efforts of our executive officers. The loss of one or more of our executive officers would likely have a material adverse effect on our future development or

acquisition operations, which could adversely affect the market price of our common stock. We do not presently have key-man life insurance for any of our employees.

     We are not limited by our organization documents as to the amount of debt we may incur. We intend to maintain a ratio of total indebtedness (including construction or acquisition financing) to market capitalization of 65% or less. Nevertheless, we may operate with debt levels which are in excess of 65% of 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.

     We can change our investment and financing policies without stockholder approval. 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, are determined by our board of directors. Although we have no present intention to do so, these policies may be amended or revised from time to time at the discretion of our board of directors without a vote of our stockholders.

     Competition. We face competition in seeking properties for acquisition and tenants who will lease space in these properties from 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 the Company will be able to successfully compete with such entities in its development, acquisition and leasing activities in the future.

     Risks Associated With Investment In Real Estate

     There are risks associated with owning and leasing real estate. Although our lease terms obligate the tenants to bear substantially all of the costs of operating our properties, investing in real estate involves a number of risks, including:

	•		The risk that tenants will not perform under their leases, reducing our income from the leases or requiring us to assume the cost of performing obligations (such as taxes, insurance and maintenance) that are the tenant’s responsibility under the lease.
	•		The risk that changes in economic conditions or real estate markets may adversely affect the value of our properties.
	•		The risk that local conditions (such as oversupply of similar properties) could adversely affect the value of our properties.
	•		The risk that we may not always be able to lease properties at favorable rental rates.
	•		The risk that we may not always be able to sell a property when we desire to do so at a favorable price.
	•		The risk of changes in tax, zoning or other laws could make properties less attractive or less profitable.

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 dividends on our shares of common stock. We cannot be assured that tenants will elect to renew their leases when the terms expire. 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.

     Uncertainties relating to lease renewals and re-letting of space. 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 we are unable to re-let promptly all or a substantial portion of our retailers 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.

     Some potential losses are not covered by insurance. Our leases require the tenants to carry comprehensive liability, casualty, workers’ compensation, extended coverage and rental loss insurance on our properties. However, there are some types of losses, such as terrorist acts or catastrophic acts of nature, for which we or our tenants cannot obtain insurance at an acceptable cost. 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. We believe the required coverage is of the type, and amount, customarily obtained by an owner of similar properties. We believe all of our properties are adequately insured. We would, however, remain obligated to repay any mortgage indebtedness or other obligations related to the 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 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 fact that:

	•		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.

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.

     Our leases require our tenants to operate the properties in compliance 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.

     Real estate investments are relatively illiquid. 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 projects 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.

     Tax Risks

     We will be subject to increased taxation if we fail to qualify as a REIT for federal income tax purposes. 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 90% 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.

     If we fail to qualify as a REIT, we will face tax consequences that will substantially reduce the funds available for payment of 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 were disqualified.

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 effect the market price for our common stock.

     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 property that is not considered a real estate asset 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 company (other than a REIT, a qualified REIT subsidiary or a taxable REIT subsidiary) which represent in excess of 10% of the voting securities or 10% of the value of all securities of any one company, 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 taxable REIT subsidiaries which have, in the aggregate, a value in excess of 20% 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 will lose our REIT status.

     The 25%, 20%, 10% and 5% tests are determined at the end of each calendar quarter. 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.

     We may be subject to other tax liabilities. Even if we qualify as a REIT, we may be subject to some federal, state and local taxes on our income and property that could reduce operating cash flow.

     Changes in tax laws may prevent us from qualifying as a REIT. As we have previously described, we intend to qualify 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 prevents 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.

ITEM 1B.		UNRESOLVED STAFF COMMENTS

		None

ITEM 2.		PROPERTIES

     Our properties consist of 47 freestanding net leased properties and 12 community shopping centers, that as of December 31, 2005 were 98.6% leased, with a weighted average lease term of 12.2 years. Approximately 89% of our annualized base rent was attributable to national retailers. Among these retailers are Borders, Walgreen and Kmart which, at December 31, 2005, collectively represented approximately 67% 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 35 of our 47 freestanding properties and all 12 of our community shopping centers. Five of our freestanding properties were acquired as part of our relationship with Borders. Properties we have developed (including our community shopping centers) account for approximately 82.6% of our annualized base rent for 2006. Our 47 freestanding properties are comprised of 46 retail locations and Borders’ corporate headquarters.

     A substantial portion of our income consists of rent received under net leases. Most of the leases provide for 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 shopping center as well as payment to us of a percentage of the tenant’s sales. We received percentage rents of $68,071, $55,955 and $175,969 for the fiscal years 2005, 2004 and 2003, respectively, and these amounts represented 0.2%, 0.2% and .7%, respectively, of our total revenue for these periods. Included in those amounts were percentage rents from Kmart of $25,240, $-0- and $162,419 for fiscal years 2005, 2004 and 2003, respectively. Leases with Borders do not contain percentage rent provisions. Leases with Walgreen do contain percentage rent provisions; however, no percentage rent was received from Walgreen during these periods. Some of our leases require us to make roof and structural repairs, as needed.

Development and Acquisition Summary

     During 2005, we completed the development of three (3) freestanding net leased properties that added 44,199 square feet of gross leasable area to our operating portfolio and cost approximately $13.4 million. The properties are located in Midland, Michigan, Grand Rapids, Michigan and Delta Township, Michigan and are leased to Walgreen Co.

     During 2005 we acquired three (3) freestanding net leased properties that added 32,273 square feet of gross leasable area to our operating portfolio and cost approximately $9.1 million. The properties are located in Roseville, Michigan, Mt Pleasant, Michigan and N Cape May, New Jersey and are leased to Rite Aid.

     During 2005 we completed the sale of a community shopping center for approximately $8.8 million. The property was anchored by Kmart Corporation and Roundy’s Foods and was located in Iron Mountain, Michigan.

Major Tenants

     The following table sets forth certain information with respect to our major tenants:

						Annualized Base				Percent of Total
		Number				Rent as of				Annualized Base Rent as
		of Leases				December 31, 2005				of December 31, 2005
Borders			18			$	9,714,132				33	%
Walgreen			17				6,320,599				21
Kmart			12				3,847,911				13
Total			47			$	19,882,642				67	%

     Borders Group, Inc., (Borders), is a FORTUNE 500 company that trades on the New York Stock Exchange under the symbol “BGP”. Borders, is a leading global retailer of books, music, movies and other information and entertainment items. Headquartered in Ann Arbor, Michigan, Borders operates over 470 Borders domestic superstores, as well as more than 50 international Borders stores, approximately 650 Waldenbooks locations and 33 United Kingdom based Books etc. stores. BGI employs more than 34,000 people worldwide. We derive approximately 33% of our annualized base rent as of December 31, 2005 from Borders. Borders has reported that its annual revenues for its 2004 fiscal year ended January 23, 2005 were approximately $3,879,500,000; its annual net income for 2004 was approximately $131,900,000 and its total stockholders’ equity at fiscal year end 2004 was approximately of $1,088,900,000.

     Walgreen is a leader of the U.S. chain drugstore industry and trades on the New York Stock Exchange under the symbol “WAG”. It operates over 4,950 stores in 45 states and Puerto Rico and has total assets of approximately $14.6 billion as of August 31, 2005. As of January 24, 2006, Walgreen had a Standard and Poor’s rating of A+ and a Moody’s rating of Aa3. We derived approximately 21% of our annualized base rent as of December 31, 2005 from Walgreen. For its fiscal year ended August 31, 2005, Walgreen reported that its annual net sales were $42,201,600,000 and its annual net income was $1,559,500,000 and that it had shareholders’ equity of $8,889,700,000.

     Kmart is a mass merchandising company that serves America through its 1,479 Kmart and Kmart Super Center retail outlets in 49 states, Puerto Rico and the Virgin Islands. There are more than 133,000 Kmart associates nationwide. Kmart is a wholly-owned subsidiary of Sears Holdings Corporation (Sears). Sears is a broadline retailer with approximately 2,300 full-line and 1,200 specialty retail stores in the United States operating through Kmart and Sears and 370 full-line and specialty stores in Canada operating through Sears Canada, Inc. (Sears Canada), a 54%-owned subsidiary. We derived approximately 13% of our annualized base rent as of December 31, 2005 from Kmart. As of October 29, 2005 Sears had total assets of $30,740,000,000, total liabilities of $19,795,000,000 and shareholders equity of $10,945,000,000. All of our Kmart properties are in the traditional Kmart format and these Kmart properties average 85,000 square feet per property.

     The financial information set forth above with respect to Borders, Walgreen and Kmart was derived from the annual reports on Form 10-K filed by Borders and Walgreen with the SEC with respect to their 2004 fiscal years and the quarterly report on form 10-Q filed by Sears Holdings Corporation with the SEC with respect to the third quarter of 2005. Additional information regarding Borders, Walgreen or Kmart may be found in their respective public filings. These filings can be accessed at www.sec.gov

Location of Properties in the Portfolio

		Number				Total Gross				Percent of GLA Leased
		of				Leasable Area				on
State		Properties				(Sq. feet)				December 31, 2005
California			1				38,015				100	%
Florida			4				258,793				100
Indiana			1				15,844				100
Illinois			1				20,000				90
Kansas			2				45,000				100

		Number				Total Gross
		of				Leasable Area				Percent of GLA Leased on
State		Properties				(Sq. feet)				December 31, 2005
Kentucky			1				135,009				75
Maryland			2				53,000				100
Michigan			33				2,024,244				99
Nebraska			2				55,000				100
New Jersey			1				10,118				100
New York			2				27,626				100
Ohio			1				21,000				100
Oklahoma			4				99,282				100
Pennsylvania			1				37,004				100
Wisconsin			3				523,036				100
Total/Average			59				3,362,971				99	%

Lease Expirations

     The following table shows lease expirations for the next 10 years for our community shopping centers and wholly-owned freestanding properties, assuming that none of the tenants exercise renewal options.

						December 31, 2005
						Gross Leasable Area								Annualized Base Rent
		Number
		of Leases				Square				Percent								Percent
Expiration Year		Expiring				Footage				Of Total				Amount				Of Total
2006			20				75,837				2.3	%		$	532,879				1.8	%
2007			11				66,200				2.0	%			577,662				1.9	%
2008			26				311,205				9.4	%			1,381,209				4.6	%
2009			14				176,590				5.3	%			857,714				2.9	%
2010			17				303,885				9.2	%			1,816,095				6.1	%
2011			16				214,237				6.5	%			1,442,873				4.9	%
2012			2				2,760				.1	%			25,360				.1	%
2013			1				51,868				1.6	%			492,746				1.7	%
2014			3				172,958				5.2	%			824,206				2.8	%
2015			11				730,525				22.0	%			5,072,330				17.1	%
Thereafter			43				1,210,513				36.4	%			16,686,425				56.10	%
Total			164				3,316,578				100.0	%		$	29,709,499				100.0	%

     We have made preliminary contact with the 20 tenants whose leases expire in 2006. Of those tenants, ten (10) tenants, at their option, have the right to extend their lease term and ten (10) tenants have leases expiring in 2006. We expect seventeen (17) tenants to extend their lease and three (3) tenants to vacate their leased space.

Annualized Base Rent of our Properties

     The following is a breakdown of base rents in place at December 31, 2005 for each type of retail tenant:

						Percent of
		Annualized				Annualized
Type of Tenant		Base Rent				Base Rent
National(1)		$	26,390,377				89	%
Regional(2)			2,177,125				7
Local			1,141,997				4
Total		$	29,709,499				100	%

Freestanding Properties

     Forty-one (47) of our properties are freestanding properties which at December 31, 2005 were leased to Borders (18), Circuit City Stores (1), Rite Aid (4), Eckerd Drugs (2), Fajita Factory (1), Citizens Bank (1), Kmart (2), Walgreen (17) and Wal-Mart (1). Our freestanding properties provided $19,837,140, or approximately 66.8% of our annualized base rent as of December 31, 2005, at an average base rent per square foot of $12.93. These properties contain, in the aggregate, 1,481,518 square feet of gross leasable area or approximately 44% of our total gross leasable area. Our freestanding properties tend to have high traffic counts, are generally located in densely populated areas and are leased to a single tenant on a long term basis. Thirty-five (35) of our 47 freestanding properties were developed by us. Five (5) of our 47 freestanding properties, although not developed by us, were acquired as part of our relationship with Borders. As of December 31, 2005, our freestanding properties have a weighted average lease term of 15.2 years.

     Our freestanding properties range in size from 4,426 to 458,729 square feet of gross leasable area and are located in the following states: California (1), Florida (3), Indiana (1), Kansas (2), Maryland (2), Michigan (27), Nebraska (2), New Jersey (1), New York (2), Ohio (1), Oklahoma (4) and Pennsylvania (1).

Freestanding Properties

		Year
		Completed/								Lease Expiration(2)
Tenant/Location		Expanded				Total GLA				(Option expiration)
Borders,(1) Aventura, FL			1996				30,000			Jan 31, 2016 (2036)
Borders, Columbus, OH			1996				21,000			Jan 23, 2016 (2036)
Borders, Monroeville, PA			1996				37,004			Nov 8, 2016 (2036)
Borders, Norman, OK			1996				24,641			Sep 20, 2016 (2036)
Borders, Omaha, NE			1995				30,000			Nov 3, 2015 (2035)
Borders, Santa Barbara, CA			1995				38,015			Nov 17, 2015 (2035)
Borders, Wichita, KS			1995				25,000			Nov 10, 2015 (2035)
Borders,(1) Lawrence, KS			1997				20,000			Oct 16, 2022 (2042)
Borders, Tulsa, OK			1998				25,000			Sep 30, 2018 (2038)
Borders, Oklahoma City, OK			2002				24,641			Nov 17, 2017 (2037)

		Year
		Completed/								Lease Expiration(2)
Tenant/Location		Expanded				Total GLA				(Option expiration)
Borders, Omaha, NE			2002				25,000			Nov 17, 2017 (2037)
Borders, Indianapolis, IN			2002				15,844			Nov 17, 2017 (2037)
Borders, Columbia, MD			1999				28,000			Oct 16, 2022 (2042)
Borders, Germantown, MD			2000				25,000			Oct 16, 2022 (2042)
Borders Headquarters, Ann Arbor, MI			1996/1998				458,729			Jan 29, 2023 (2043)
Borders, Tulsa, OK			1996				25,000			Sep 30, 2018 (2038)
Borders, Boynton Beach, FL			1996				25,000			July 20, 2024 (2044)
Borders, Ann Arbor, MI			1996				110,000			July 20, 2024 (2044)
Circuit City, Boynton Beach, FL			1996				32,459			Dec 15, 2016 (2036)
Citizens Bank, Flint, MI			2003				4,426			Apr 15, 2023
Eckerd Drugs, Webster, NY			2004				13,813			Feb 24, 2024 (2044)
Eckerd Drugs, Albion, NY			2004				13,813			Oct 12, 2024 (2044)
Fajita Factory, Lansing, MI			2004				(3	)		Aug 31,2014 (2032)
Kmart, Grayling, MI			1984				52,320			Sep 30, 2009 (2059)
Kmart, Oscoda, MI			1984/1990				90,470			Sep 30, 2009 (2059)
Rite Aid, Canton Twp, MI			2003				11,180			Oct 31, 2019 (2049)
Rite Aid, Roseville, MI			2005				11,060			June 30, 2025 (2050)
Rite Aid, Mt Pleasant, MI			2005				11,095			Nov 30, 2025 (2065)
Rite Aid, N Cape May, NJ			2005				10,118			Nov 30, 2025 (2065)
Sam’s Club, Roseville, MI			2002				(4	)		Aug 4, 2022 (2082)
Walgreen, Waterford, MI			1997				13,905			Feb 28, 2018 (2058)
Walgreen, Chesterfield, MI			1998				13,686			July 31, 2018 (2058)
Walgreen, Pontiac, MI			1998				13,905			Oct 31, 2018 (2058)
Walgreen, Grand Blanc, MI			1998				13,905			Feb 28, 2019 (2059)
Walgreen, Rochester, MI			1998				13,905			June 30, 2019 (2059)
Walgreen, Ypsilanti, MI			1999				15,120			Dec 31, 2019 (2059)
Walgreen,(1) Petoskey, MI			2000				13,905			Apr 30, 2020 (2060)
Walgreen, Flint, MI			2000				14,490			Dec 31, 2020 (2060)
Walgreen, Flint, MI			2001				15,120			Feb 28, 2021 (2061)
Walgreen, N Baltimore, MI			2001				14,490			Aug 31, 2021 (2061)
Walgreen, Flint, MI			2002				14,490			Apr 30, 2027 (2077)
Walgreen, Big Rapids, MI			2003				13,560			Apr 30, 2028 (2078)
Walgreen, Flint, MI			2004				14,560			Feb 28, 2029 (2079)
Walgreen, Flint, MI			2004				13,650			Oct 31, 2029 (2079)
Walgreen, Midland, MI			2005				14,820			July 31, 2030 (2080)
Walgreen, Grand Rapids, MI			2005				14,820			Aug 30, 2030 (2080)
Walgreen, Delta Township, MI			2005				14,559			Nov 30, 2030 (2080)
Total							1,481,518

Community Shopping Centers

     Twelve (12) of our properties are community shopping centers ranging in size from 20,000 to 241,458 square feet of gross leaseable area. The community shopping centers are located in five states as follows: Florida (1), Illinois (1), Kentucky (1), Michigan (6) and Wisconsin (3). Our community shopping centers tend to be located in high traffic, market dominant centers in which customers of our tenants purchase day-to-day necessities. Our community shopping centers are anchored by national tenants.

     The location, general character and primary occupancy information with respect to the community shopping centers as of December 31, 2005 are set forth below:

						Gross								Average				Percent				Percent
		Year				Leasable								Base				Occupied at				Leased at				Anchor Tenants (Lease
		Completed/				Area				Annualized				Rent per				December 31,				December 31,				expiration/Option period
Property Location		Expanded				Sq. Ft.				Base Rent (2)				Sq. Ft.(3)				2005				2005 (4)				expiration) (5)
Capital Plaza,(1)			1978/ 1991				135,009			$	232,917			$	2.30				75	%			75	%		Kmart(2008/2053)
Frankfort, KY																										Fashion Bug (2008/2025)
Charlevoix Commons			1991				137,375				681,495				4.96				74	%			100	%		Kmart (2015/2065)
Charlevoix, MI																										Roundy’s (2011-2031)
Chippewa Commons			1991				168,311				957,516				5.69				100	%			100	%		Kmart (2014/2064)
Chippewa Falls, WI																										Roundy’s (2011/2031)
																										Fashion Bug (2011/2021)
Ironwood Commons			1991				185,535				914,973				5.05				98	%			98	%		Kmart (2015/2065)
Ironwood, MI																										Super Value (2011/2036)
																										Fashion Bug (2007/2022)
Marshall Plaza			1990				119,279				674,331				5.64				100	%			100	%		Kmart (2015/2065)
Marshall, MI
Mt. Pleasant Shopping																										Kmart (2008/2048)
Center			1973/1997				241,458				1,067,856				4.46				99	%			99	%		J.C. Penney Co. (2005/2020)
Mt. Pleasant, MI																										Staples, Inc. (2010/2025)
																										Fashion Bug (2006/2026)
North Lakeland Plaza			1987				171,334				1,277,101				7.45				100	%			100	%		Best Buy (2013/2028)

																		Percent				Percent
						Gross								Average				Occupied				Leased at
		Year				Leasable								Base				at				December				Anchor Tenants (Lease
		Completed/				Area				Annualized				Rent per				December 31,				31,				expiration/Option period
Property Location		Expanded				Sq. Ft.				Base Rent (2)				Sq. Ft.(3)				2005				2005 (4)				expiration) (5)
Lakeland, FL																										Beall’s (2015/2025)
Petoskey Town Center			1990				174,870				1,083,503				6.20				100	%			100	%		Kmart (2015/2065)
Petoskey, MI																										Roundy’s (2010/2030)
																										Fashion Bug (2007/2022)
Plymouth Commons			1990				162,031				973,765				6.01				100	%			100	%		Kmart (2015/2065)
Plymouth, WI																										Roundy’s (2010/2030)
																										Fashion Bug (2008/2021)
Rapids Associates			1990				173,557				927,899				5.47				72	%			98	%		Kmart (2015/2065)
Big Rapids, MI																										Roundy’s (2010/2030)
																										Fashion Bug (2006/2021)
Shawano Plaza			1990				192,694				961,336				5.03				99	%			99	%		Kmart (2014/2064)
Shawano, WI																										Roundy’s (2010/2030)
																										J.C. Penney Co. (2005/2025)
																										Fashion Bug (2006/2021)
West Frankfort Plaza			1982				20,000				119,667				6.65				90	%			90	%		Fashion Bug (2007)
West Frankfort, IL
Total/Average							1,881,453			$	9,872,359			$	5.38				93	%			99	%

ITEM 3.  LEGAL PROCEEDINGS

     We are not presently involved in any litigation nor, to our knowledge, is any other litigation threatened against us, except for routine litigation arising in the ordinary course of business which is expected to be covered by our liability insurance.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was submitted to a vote of security holders during the fourth quarter of 2005.

Part II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our common stock is traded on the New York Stock Exchange under the symbol “ADC”. The following table sets forth the high and low sales prices of our common stock, as reported on the New York Stock Exchange Composite Tape, 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.

Market Information

										Dividends Per
		High				Low				Common Share
Quarter Ended
March 31, 2005		$	31.31			$	26.63			$	0.490
June 30, 2005		$	30.37			$	26.54			$	0.490
September 30, 2005		$	31.00			$	27.72			$	0.490
December 31, 2005		$	29.67			$	26.16			$	0.490
March 31, 2004		$	32.75			$	27.67			$	0.485
June 30, 2004		$	32.55			$	22.78			$	0.485
September 30, 2004		$	29.05			$	24.50			$	0.490
December 31, 2004		$	31.88			$	27.60			$	0.490

     At December 31, 2005, there were 7,706,846 shares of our common stock issued and outstanding which were held by approximately 210 stockholders of record. The stockholders of record do not reflect persons or entities who held their shares in nominee or “street” name.

     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, 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.

     During the year ended December 31, 2005, we did not sell any unregistered securities, except the grant, under our 2005 Equity Incentive Plan (the Plan), of 73,000 shares of restricted stock to certain of our employees. The transfer restrictions on such shares lapse in equal annual installments over a five-year period from the date of the grant, but the holder thereof is entitled to receive dividends on all such shares from the date of the grant. On January 1, 2005 the Company redeemed 4,000 shares of restricted stock previously issued under the Plan.

ITEM 6. SELECTED FINANCIAL DATA

     The following table sets forth our selected financial information on a historical basis and should be read in conjunction with “Management Discussion and Analysis of Financial Condition and Results of Operations” and all of the financial statements and notes thereto included elsewhere in this 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, 2001 through 2005 and operating data for each of the periods presented were derived from our audited financial statements.

Selected Financial Data

		Year Ended				Year Ended				Year Ended				Year Ended				Year Ended
		Dec 31,				Dec 31,				Dec 31,				Dec31,				Dec 31,
		2005				2004				2003				2002				2001
Operating Data
Total Revenue		$	31,579			$	28,940			$	26,224			$	23,061			$	22,191
Expenses
Property expense (1)			4,545				4,220				4,161				3,806				3,427
General and administrative			4,191				2,849				2,275				2,012				1,807
Interest			4,159				4,507				5,684				6,196				6,720
Early extinguishment of debt			—				—				961				—				—
Depreciation and amortization			4,637				4,249				3,836				3,466				3,377
Total Expenses			17,532				15,825				16,917				15,480				15,331
Other Income (2)			6				217				438				674				913
Income before Minority Interest and Discontinued Operations			14,053				13,332				9,745				8,255				7,773
Minority Interest			1,145				1,257				1,103				1,085				1,028
Income before Discontinued Operations			12,908				12,075				8,642				7,170				6,745
Gain on Sale of Asset From Discontinued Operations			2,654				523				740				—				—
Income From Discontinued Operations			486				525				1,090				1,602				1,321
Net Income		$	16,048			$	13,123			$	10,472			$	8,772			$	8,066
Number of Properties			59				54				50				48				47
Number of Square Feet			3,363				3,463				3,495				3,699				3,556
Percentage Leased			99	%			99	%			97	%			99	%			99	%
Per Share Data — Dilutive
Income before discontinued operations		$	1.72			$	1.87			$	1.64			$	1.61			$	1.53
Discontinued operations			.42				.16				.35				.36				.30
Net income		$	2.14			$	2.03			$	1.99			$	1.97			$	1.83
Weighted average of common shares outstanding – Dilutive			8,164				7,149				5,949				5,121				5,091
Cash dividends		$	1.96			$	1.95			$	1.94			$	1.84			$	1.84
Balance Sheet Data
Real Estate (before accumulated depreciation)		$	258,332			$	252,427			$	220,334			$	210,986			$	196,486
Total Assets		$	223,460			$	214,837			$	190,795			$	178,162			$	167,511
Total debt, including accrued interest		$	68,504			$	92,441			$	83,313			$	115,534			$	105,946

ITEM 7. 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, Agree Limited Partnership (the Operating Partnership), of which Agree Realty Corporation is the sole general partner and held a 91.93% interest as of December 31, 2005. We are operating so as to qualify as a real estate investment trust (REIT) for federal income tax purposes.

     On January 25, 2005, we completed an offering of 1,000,000 shares of common stock at $28.28 per share. On February 5, 2005, the underwriter exercised its over allotment option for an additional 150,000 shares at the same per share price (collectively, the 2005 Offering). The net proceeds from the 2005 Offering of approximately $31.5 million were used to repay amounts outstanding under our credit facility.

     The following should be read in conjunction with the Consolidated Financial Statements of Agree Realty Corporation, including the respective notes thereto, which are included elsewhere in this Form 10-K.

Recent Accounting Pronouncements

     In December 2004, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 123 (R), to expand and clarify SFAS No. 123 in several areas. The Statement requires companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. The cost is recognized over the requisite service period (usually the vesting period) for the estimated number of instruments where service is expected to be rendered. This statement is effective for the interim reporting periods beginning after December 15, 2005. We do not expect that our financial statements will be materially impacted by SFAS No. 123 (R).

     In December 2004, the FASB issued Statement No. 153, Exchange of Non-monetary Assets — an amendment of APB Opinion No. 29 (“SFAS No. 153”). The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions, is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. This Statement amends Opinion No. 29 to eliminate the exception for non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The impact of adopting this statement did not have a material impact on the Company’s financial position or results of operations.

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

     In March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (“FIN 47”). FIN 47 requires an entity to recognize a liability for a conditional asset retirement obligation when incurred if the liability can be reasonably estimated. FIN 47 clarifies that the term “Conditional Asset Retirement Obligation” refers to a legal obligation (pursuant to existing laws or by contract) to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. FIN 47 also clarifies when an entity would have sufficient information

to reasonably estimate the fair value of an asset retirement obligation. FIN 47 was effective no later than fiscal years ended after December 15, 2005. The Company adopted FIN 47 as required effective December 31, 2005 and the initial application of FIN 47 did not have a material impact on the Company’s financial position or results of operations.

Critical Accounting Policies

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

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

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

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

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

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

Comparison of Year Ended December 31, 2005 to Year Ended December 31, 2004

     Minimum rental income increased $2,420,000, or 9%, to $28,386,000 in 2005, compared to $25,966,000 in 2004. The increase was the result of an increase of $989,000 due to additional rent resulting from the acquisition of our joint venture partner’s interest in two joint venture properties in 2004; an increase of $545,000 from the acquisition of three properties in 2004 and three properties in 2005; an increase of $707,000 from the development of two properties in 2004 and three properties in 2005; an increase of $64,000 from the settlement of our rent dispute with Borders; and rental increases of $116,000 from new and existing tenants.

     Percentage rents increased $12,000, or 22%, to $68,000 in 2005, compared to $56,000 in 2004. The increase was primarily the result of increased tenant sales.

     Operating cost reimbursements increased $198,000, or 7%, to $3,083,000 in 2005, compared to $2,885,000 in 2004. Operating cost reimbursements increased due to the increase in the reimbursable property operating expenses as explained below. Included in 2004 operating cost reimbursements are bad debt recoveries of $100,000 as a result of the decrease in the allowance for bad debts.

     Other income increased $8,000 to $41,000 in 2005, compared to $33,000 in 2004. The increase was the result of a leasing commission being earned in 2005. No leasing commission was earned in 2004.

     Real estate taxes increased $57,000, or 3%, to $1,749,000 in 2005 compared to $1,692,000 in 2004. The increase is the result of general assessment increases on the properties and additional real estate taxes related to the re-tenanting of a closed Kmart store.

     Property operating expenses (shopping center maintenance, snow removal, insurance and utilities) increased $221,000, or 12%, to $2,012,000 in 2005 compared to $1,791,000 in 2004. The increase was the result of a increase in shopping center maintenance expenses of $122,000; increased snow removal costs of $75,000; an increase in utility costs of $18,000; and an increase in insurance costs of $6,000 in 2005 versus 2004.

     Land lease payments increased $47,000, or 6%, to $784,000 in 2005 compared to $737,000 for 2004. The increase is the result of the scheduled lease increase at our Aventura, Florida property.

     General and administrative expenses increased $1,343,000, or 47%, to $4,191,000 in 2005 compared to $2,848,000 in 2004. The increase was the result of an increase in compensation related expenses as a result of salary increases and the addition of four employees of $654,000; increased contracted services to investigate development opportunities of $570,000 and property management related expenses of $119,000. General and administrative expenses as a percentage of rental income increased from 11.0% for 2004 to 14.7% for 2005.

     Depreciation and amortization increased $388,000, or 9%, to $4,637,000 in 2005 compared to $4,249,000 in 2004. The increase was the result the acquisition the development and acquisition of five properties in 2004, six properties in 2005 and the acquisition of the joint venture partner’s interest in two joint venture properties in 2004.

     Interest expense decreased $348,000, or 8%, to $4,159,000 in 2005, from $4,507,000 in 2004. The decrease in interest expense was the result of decreased borrowings as a result of the reduction in outstanding indebtedness from the application of the net proceeds of the 2005 Offering.

     We sold a parcel of land and recognized a gain on the sale of $6,000 in 2005. There were no sale of assets in 2004.

     Equity in net income of unconsolidated entities totaled $217,000 in 2004. There was no income from unconsolidated entities in 2005 since we acquired the interest of our joint venture partner in our final two joint ventures in 2004.

     The Company’s income before minority interest and discontinued operations increased $721,000, or 5%, to $14,053,000 in 2005, from $13,332,000 in 2004 as a result of the foregoing factors.

Comparison of Year Ended December 31, 2004 to Year Ended December 31, 2003

     Minimum rental income increased $2,697,000, or 12%, to $25,966,000 in 2004, compared to $23,269,000 in 2003. The increase resulted from rental increases of $276,000 from existing properties; an increase of $909,000 due to additional rent resulting from the acquisition of our joint venture partner’s interest in two joint venture properties in 2003 and two joint venture properties in 2004; an increase of $640,000 from the acquisition of one property in 2003 and three properties in 2004; an increase of $533,000 from the development of one property in 2003 and two properties in 2004; and the receipt of a lease termination payment from Kmart with regard to their Lakeland, Florida store in the amount of $339,000.

     Percentage rents decreased $120,000, or 68%, to $56,000 in 2004, compared to $176,000 in 2003. The decrease was primarily the result of decreased tenant sales ($86,000) and the refund of ($34,000) pertaining to percentage rent paid in error by a tenant in 2003.

     Operating cost reimbursements increased $109,000, or 4%, to $2,885,000 in 2004, compared to $2,776,000 in 2003. Operating cost reimbursements increased due to the increase in the reimbursable property operating

expenses as explained below. Included in 2004 and 2003 operating cost reimbursements are bad debt recoveries of $100,000 and $65,000, respectively as a result of the decrease in the allowance for bad debts.

     Other income increased $30,000 to $33,000 in 2004, compared to $3,000 in 2003. Other income increased due to the sale of signage at one of our properties.

     Real estate taxes increased $30,000, or 2%, to $1,692,000 in 2004 compared to $1,662,000 in 2003. The increase is the result of general assessment increases on the properties and additional real estate taxes related to a closed Kmart store.

     Property operating expenses (shopping center maintenance, snow removal, insurance and utilities) increased $30,000, or 2%, to $1,791,000 in 2004 compared to $1,761,000 in 2003. The increase was the result of a reduction in shopping center maintenance expenses of ($104,000); increased snow removal costs of $89,000; a decrease in utility costs of ($3,000); and an increase in insurance costs of $48,000 in 2004 versus 2003.

     Land lease payments remained constant at $737,000 for 2004 and 2003.

     General and administrative expenses increased $573,000, or 25%, to $2,848,000 in 2004 compared to $2,275,000 in 2003. The increase was primarily the result of an increase in compensation related expenses of $244,000; increased general state taxes of $80,000; increased contracted services to investigate development opportunities of $196,000; costs associated with Sarbanes-Oxley compliance of $24,000 and property management related expenses of $23,000. General and administrative expenses as a percentage of rental income increased from 9.7% for 2003 to 11.0% for 2004.

     Depreciation and amortization increased $413,000, or 11%, to $4,249,000 in 2004 compared to $3,836,000 in 2003. The increase was the result the acquisition of one property in 2003 and three properties in 2004; the acquisition of the joint venture partner’s interest in one joint venture property in 2003 and two Joint Venture Properties in 2004; and the development of two properties in 2003 and two properties in 2004.

     Interest expense decreased $1,177,000, or 21%, to $4,507,000 in 2004, from $5,684,000 in 2003. The decrease in interest expense was the result of decreased borrowings as a result of the reduction in outstanding indebtedness from the net proceeds from the issuance of additional common stock.

     Early extinguishment of debt totaled $961,000 in 2003, as a result of our repaying in 2003 three mortgages totaling approximately $37,000,000 prior to their scheduled maturity. In connection with these repayments we incurred pre-payment penalties of $555,000 and wrote-off unamortized mortgage costs in the amount of $406,000. There was no early extinguishment of debt in 2004.

     Equity in net income of unconsolidated entities decreased $221,000 to $217,000 in 2004 compared to $438,000 in 2003 as a result of the acquisition of the joint venture partner’s interest in one joint venture property in 2003 and two joint venture properties in 2004.

     The Company’s income before minority interest and discontinued interest increased $3,587,000, or 37%, to $13,332,000 in 2004, from $9,745,000 in 2003 as a result of the foregoing factors.

Discontinued Operations

     In October 2003 we completed the sale of a shopping center for approximately $8.5 million. The shopping center was anchored by Kmart Corporation and Kash N Karry and was located in Winter Garden, Florida. In August 2004, we completed the sale of a single tenant property for approximately $2.2 million. The property was leased to Kmart Corporation and was located in Perrysburg, Ohio. In October 2005, we completed the sale of a shopping center for approximately $8.8 million. The shopping center was anchored by Kmart Corporation and Roundy’s Foods and was located in Iron Mountain, Michigan.

     The aggregate revenues from these properties were $864,113, $1,125,842 and $2,127,070 for the years ending December 31, 2005, 2004 and 2003. The aggregate expenses for these properties were $377,960, $600,391 and $1,037,858, including minority interest of $43,137, $54,708 and $140,656 for the years ending December 31, 2005, 2004 and 2003.

Liquidity and Capital Resources

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

     During the quarter ended December 31, 2005, we declared a quarterly dividend of $.49 per share. The dividend was paid on January 5, 2006 to holders of record on December 23, 2005.

     As of December 31, 2005, we had total mortgage indebtedness of $50,721,920 with a weighted average interest rate of 6.64%. Future scheduled annual maturities of mortgages payable for the years ending December 31 are as follows: 2006 — $2,369,315; 2007 — $2,592,435; 2008 — $2,749,772; 2009 — $2,937,232; 2010 — $3,137,505. The mortgage debt is all fixed rate, self-amortizing debt.

     In addition, the Operating Partnership has in place a $50 million credit facility with LaSalle Bank, as the agent (Credit Facility), which is guaranteed by the Company. The Credit Facility matures in November 2006 and can be extended at our option, for an additional three years. During the three year extension period, we will have no further ability to borrow under the Credit Facility and will be required to repay a portion of the unpaid principal on a quarterly basis. Advances under the Credit Facility bear interest within a range of one-month to six-month LIBOR plus 150 basis points to 213 basis points or the lender’s prime rate, at our option, based on certain factors such as debt to property value and debt service coverage. The Credit Facility is used to fund property acquisitions and development activities and is secured by most of the properties which are not otherwise encumbered and properties to be acquired or developed. As of February 15, 2006, $12,000,000 was outstanding under the Credit Facility bearing a weighted average interest rate of 5.97%.

     We also have in place a $5 million line of credit (Line of Credit), which matures on June 30, 2006, and which we expect to renew for an additional 12-month period. The Line of Credit bears interest at the lender’s prime rate less 50 basis points or 175 basis points in excess of the one-month LIBOR rate, at our option. The purpose of the Line of Credit is to provide working capital and fund land options and start-up costs associated with new projects. As of February 15, 2006, $1,200,000 was outstanding under the Line of Credit bearing a weighted average interest rate of 7.50%.

     The following table outlines our contractual obligations (in thousands) as of December 31, 2005.

		Total				Yr 1				2-3 Yrs				4-5 Yrs				Over 5 Yrs
Mortgages Payable		$	50,722			$	2,369			$	5,342			$	6,075			$	36,936
Notes Payable			17,500				614				912				15,974				—
Land Lease Obligations			13,639				768				1,535				1,547				9,789
Other Long-Term Liabilities			—				—				—
Interest Payments on Mortgages and Notes Payable			30,865				4,262				8,120				6,288				12,195
Total		$	112,726			$	8,013			$	15,909			$	29,884			$	58,920

     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 Line of Credit. We believe that adequate cash flow will be available to fund our operations and pay dividends in accordance with REIT requirements. We may obtain additional funds for future development or acquisitions through other borrowings or the issuance of additional shares of common stock. We intend to incur additional debt in a manner consistent with

our policy of maintaining a ratio of total debt (including construction and acquisition financing) to total market capitalization of 65% or less. We believe that these financing sources will enable us to generate funds sufficient to meet both our short-term and long-term capital needs.

     We plan to begin construction of additional pre-leased developments and may acquire additional properties, which will initially be financed by the Credit Facility and Line of Credit. We will periodically refinance short-term construction and acquisition financing with long-term debt and/or equity. Upon completion of refinancing, we intend to lower the ratio of total debt to market capitalization to 50% or less. Nevertheless, we may operate with debt levels or ratios, which are in excess of 50% for extended periods of time prior to such refinancing.

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.

Funds from Operations

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

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

     The following table illustrates the calculation of FFO for the years ended December 31, 2005, 2004 and 2003:

		Year ended December 31,
		2005				2004				2003
Net income		$	16,047,576			$	13,123,020			$	10,471,746
Depreciation of real estate assets			4,683,807				4,379,912				4,164,691
Amortization of leasing costs			48,357				45,178				55,182
Minority interest			1,423,932				1,366,347				1,338,046
Gain on sale of assets			(2,895,532	)			(577,168	)			(834,669	)
Funds from Operations		$	19,308,140			$	18,337,289			$	15,194,996
Weighted average shares and OP Units outstanding			8,134,051				7,141,898				5,946,070
Basic
Dilutive			8,164,288				7,148,664				5,949,413

ITEM 7A		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 remaining debt, by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes.

		2006				2007				2008				2009				2010				Thereafter				Total
Fixed rate debt		$	2,369			$	2,592			$	2,750			$	2,937			$	3,138			$	36,936			$	50,722
Average interest rate			6.64	%			6.64	%			6.64	%			6.64	%			6.64	%			6.64	%			—
Variable rate debt		$	614			$	456			$	456			$	15,974				—				—			$	17,500
Average interest rate			6.36	%			6.35	%			6.35	%			6.35	%			—				—				—

     The fair value (in thousands) is estimated at $50,700 and $17,500 for fixed rate debt and variable rate debt, respectively.

     The table above incorporates those exposures that exist as of December 31, 2005; it does not consider those exposures or position, which could arise after that date. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period and interest rates.

     The Company does not enter into financial instrument transactions for trading or other speculative purposes or to manage interest rate exposure.

     A 10% adverse change in interest rates on the portion of the Company’s debt bearing interest at variable rates would result in an increase in interest expense of approximately $112,000.

ITEM 8		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 Form 10-K and are included in this Form 10-K following page F-1.

ITEM 9		CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

     During our last two fiscal years, there have been no changes in the independent accountants or disagreements with such accountants as to accounting and financial disclosures of the type required to be disclosed in this Item 9.

ITEM 9A		CONTROLS AND PROCEDURES

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

     Based on this evaluation, and due to the material weaknesses in our internal control over financial reporting (as described below in Report of Management on Agree Realty Corporation’s Internal Control over Financial Reporting), our chief executive officer and chief financial officer concluded that as of December 31, 2005, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. There was no change in our internal control over financial reporting during its most recently completed fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

     Our audit committee has engaged an independent third party consultant to perform periodic reviews of our financial reporting process to help mitigate the material weakness in our internal controls described in Report of Management on Agree Realty Corporation’s Internal Control over Financial Reporting.

     Because of its inherent limitations, our disclosure controls and procedures may not prevent or detect misstatements. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issued and instances of fraud, if any, have been detected.

Report of Management on Agree Realty Corporation’s Internal Control Over Financial Reporting

     We, as members of management of Agree Realty Corporation, are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). 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. 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 our assets; (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 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, our internal controls and procedures may not prevent or detect misstatements. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. 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 and procedures may deteriorate.

     The following material weaknesses have been identified and reported to the audit committee:

	•		We lack segregation of duties in the period-end financial reporting process. Our Chief Financial Officer (CFO) is the only employee with any significant knowledge of generally accepted accounting principles. The CFO is also the sole employee in charge of the general ledger (including the preparation of routine and non-routine journal entries and journal entries involving accounting estimates), the preparation of accounting reconciliations, the selection of accounting principles, and the preparation of interim and annual financial statements (including report combinations, consolidation entries and footnote disclosures) in accordance with generally accepted accounting principles.
	•		We lack the expertise and resources to ensure complete application of generally accepted accounting principles to non-routine transactions. As a result of this material weakness, we recorded adjustments prior to the issuance of our consolidated financial statements. These adjustments affected other assets, unearned compensation, equity and general and administrative expenses.

     We, under the supervision of and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, assessed the our internal control over financial reporting as of December 31, 2005, based on criteria for effective internal control over financial reporting described in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of the material weaknesses described above, management has concluded that our internal control was not effective as of December 31, 2005.

     Management’s assessment of the effectiveness of our internal control over financial reporting has been audited by BDO Seidman, LLP, an independent registered public accounting firm, as stated in their report that is included herein.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Owners of Agree Realty Corporation

     We have audited management’s assessment, included in the accompanying “Report of Management on Agree Realty Corporation’s Internal Control Over Financial Reporting”, that Agree Realty Corporation (the “Company”) did not maintain effective internal control over financial reporting as of December 31, 2005, because of the effect of the two material weaknesses noted below, based on criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Agree Realty Corporation’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. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of 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 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, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, 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.

     A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weaknesses have been identified and included in management’s assessment:

	•		The Company lacks segregation of duties in the period-end financial reporting process. The Chief Financial Officer (“CFO”) is the only employee with any significant knowledge of generally accepted accounting principles. The CFO is also the sole employee in charge of the general ledger (including the preparation of routine and non-routine journal entries and journal entries involving accounting estimates), the preparation of accounting reconciliations, the selection of accounting principles, and the preparation of interim and annual financial statements (including report combinations, consolidation entries and footnote disclosures) in accordance with generally accepted accounting principles.
	•		The Company lacks the expertise and resources to ensure complete application of generally accepted accounting principles to non-routine transactions. As a result of this material weakness, the Company recorded adjustments prior to the issuance of its consolidated financial statements. These adjustments affected other assets, unearned compensation, equity and general and administrative expenses.
			The material weaknesses related to the period-end financial reporting process and the application of generally accepted accounting principles to non-routine transactions affect all of the Company’s significant accounts and could result in a material misstatement to the Company’s annual or interim consolidated financial statements that would not be prevented or detected.

     The material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2005 financial statements, and this report does not affect our report dated March 15, 2006 on those financial statements.

     In our opinion, management’s assessment that Agree Realty Corporation did not maintain effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, because of the effect of the material weaknesses described above on the achievement of the objectives of the control criteria, Agree Realty Corporation has not maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)

BDO Seidman, LLP
Troy, Michigan
March 15, 2006

Changes in Internal Control over Financial Reporting

     There were no changes in our internal control over financial reporting identified in connection with the above-referenced evaluation by management of the effectiveness of our internal control over financial reporting that occurred during our fourth quarter ended December 31, 2005.

ITEM 9B		OTHER MATTERS

          None

PART III

ITEM 10.		DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the year covered by this Form 10-K with respect to its Annual Meeting of Stockholders to be held on May 8, 2006.

ITEM 11.		EXECUTIVE COMPENSATION

     Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the year covered by this Form 10-K with respect to its Annual Meeting of Stockholders to be held on May 8, 2006.

     The following table summarizes the equity compensation plans under which the Company’s common stock may be issued as of December 31, 2005.

		Number of securities to be				Weighted average exercise
		issued upon exercise of				price of outstanding				Number of securities
		outstanding options,				options, warrants and				remaining available for
Plan category		warrants and rights				rights				future issuance
Equity compensation plans approved by security holders			4,900			$	19.50				957,100
Equity compensation plans not approved by security holders			—				—				—
Total			4,900			$	19.50				957,100

ITEM 12.		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Incorporated herein by reference from our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its Annual Meeting of Stockholders to be held on May 8, 2006.

ITEM 13.		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Incorporated herein by reference from our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its Annual Meeting of Stockholders to be held on May 8, 2006.

ITEM 14.		PRINCIPAL ACCOUNTANT FEES AND SERVICES

     Incorporated herein by reference from our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its Annual Meeting of Stockholders to be held on May 8, 2006.

PART IV

ITEM 15.		EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

(a)

The following documents are filed as part of this Report

(1)(2) The financial statements indicated by Part II, Item 8, Financial Statements and Supplementary Data.

(b)

Exhibits

3.1				Articles of Incorporation and Articles of Amendment of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-11 (Registration Statement No. 33-73858, as amended (“Agree S-11”))
3.2				Bylaws of the Company (incorporated by reference to Exhibit 3.3 to Agree S-11)
4.1				Rights Agreement by and between Agree Realty Corporation and BankBoston, N.A. as Rights Agent dated as of December 7, 1998 (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on December 7, 1998)
10.1				First Amended and Restated Agreement of Limited Partnership of Agree Limited Partnership, dated as of April 22, 1994, by and among the Company, Richard Agree, Edward Rosenberg and Joel Weiner (incorporated by reference to Exhibit 10.6 to the 1996 Form 10-K)

10.2				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 for the year ended December 31, 1994)
10.3				Contribution Agreement, dated as of April 21, 1994, by and among the Company, Richard Agree, Edward Rosenberg and the co-partnerships named therein (incorporated by reference to Exhibit 10.10 to the 1996 Form 10-K)
10.4		+		Agree Realty Corporation Profit Sharing Plan (incorporated by reference to Exhibit 10.13 to the 1996 Form 10-K)
10.5				Line of Credit Agreement by and among Agree Limited Partnership, the Company, the lenders parties thereto, and Michigan National Bank as Agent (incorporated by reference to Exhibit 10.10 to the 1995 Form 10-K)
10.6				First amendment to $5 million business loan agreement dated September 21, 1997 between Agree Limited Partnership and Michigan National Bank (incorporated by reference to Exhibit 10.2 to the September 1997 Form 10-Q)
10.7				Second amendment to amended and restated $5 million business Loan agreement dated October 19, 1998 between Agree Limited Partnership and Michigan National Bank (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998)
10.8		+		Employment Agreement, dated July 1, 2004, by and between the Company and Richard Agree (incorporated by reference to exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2004 (June 2004 Form 10-Q))
10.9		+		Employment Agreement, dated July 1, 2004, by and between the Company, and Kenneth R. Howe (incorporated by reference to exhibit 10.2 to the June 2004 Form 10-Q)
10.10				Third amendment to amended and restated $5 million business Loan agreement dated December 19, 1999 between Agree Limited Partnership and Michigan National Bank (incorporated by reference to exhibit 10.17 to the 1999 Form 10-K)
10.11				Trust Mortgage dated as of June 27, 1999 from Agree Facility No. 1, L.L.C. as Grantor to Manufacturers and Traders Trust Company (incorporated by reference to exhibit 10.4 to the June 1999 Form 10-Q)
10.12		+		Employment Agreement, dated January 10, 2000, by and between the Company, and David J. Prueter (incorporated by reference to exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2000
10.13				Fourth amendment to amended and restated $5 million business Loan agreement dated February 19, 2001 between Agree Limited Partnership and Michigan National Bank (incorporated by reference to exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 (the “2000 Form 10-K”))
10.14				Mortgage dated as of December 20, 2001, by Agree Limited Partnership to and in favor of Nationwide Life Insurance Company (incorporated by reference to exhibit 10.25 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001 (the “2001 from 10-K))

10.15				Fifth amendment to amended and restated $5 million business Loan agreement dated April 30, 2002 between Agree Limited Partnership and Standard Federal Bank (incorporated by reference to exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002 (the “June 2002 Form 10-Q”))
10.16				Project Loan Agreement dated as of April 30, 2002 between Royal Identify Company (together with its successors and assigns) and Lawrence Store No. 203 L.L.C. (together with its permitted successors and assigns) (incorporated by reference to exhibit 10.2 to the June 2002 Form 10-Q)
10.17				Project Loan Agreement dated as of November 25, 2002 between Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee, and Indianapolis Store No. 16 L.L.C. (incorporated by reference to exhibit 10.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 (the “2002 Form 10-K”))
10.18				Project Loan Agreement dated as of January 30, 2003 between Modern Woodman of America and Phoenix Drive L.L.C. (incorporated by reference to exhibit 10.1 to the March 31, 2003 Form 10-Q)
10.19				Sixth amendment to amended and restated $5 million business loan agreement dated April 30, 2003, between Agree Limited Partnership and Standard Federal Bank (incorporated by reference to exhibit 10.1 to the June 30, 2003 Form 10-Q)
10.20				Amended and Restated $50 million Line of Credit agreement dated November 5, 2003, among Agree Realty Corporation, Standard Federal Bank and Bank One. (incorporated by reference to exhibit 10.1 to the Sep 30, 2003 Form 10-Q)
10.21				Indemnity Deed of Trust and Security Agreement dated October 31, 2003, by Agree — Columbia Crossing Project, L.L.C., and Nationwide Life Insurance Company (incorporated by reference to exhibit 10.33 to the December 31, 2003 Form 10-K)
10.22				Indemnity Deed of Trust and Security Agreement dated October 31, 2003, by Agree-Milestone Center Project, L.L.C., and Nationwide Life Insurance Company (incorporated by reference to exhibit 10.34 to the December 31, 2003 Form 10-K)
10.23				Mortgage and Security Agreement dated October 31, 2003, by Oklahoma Store No. 151, L.L.C. and Nationwide Life Insurance Company (incorporated by reference to exhibit 10.35 to the December 31, 2003 From 10-K)
10.24				Deed of Trust and Security Agreement dated October 31, 2003, by Omaha Store No. 166, L.L.C. and Nationwide Life Insurance Company (incorporated by reference to exhibit 10.36 to the December 31, 2003 Form 10-K)
10.25		+		The Company’s 2005 Equity Incentive Plan
10.26		+		Employment Agreement, dated August 1, 2005, by and between the Company, and Charles Carter (incorporated by reference to exhibit 10.1 to the September 2005 Form 10-Q)
10.27		+		Employment Agreement, dated September 1, 2005, by and between the Company, and Vicky Umphryes (incorporated by reference to exhibit 10.2 to the September 2005 Form 10-Q)
21.1		*		Subsidiaries of Agree Realty Corporation
23		*		Consent of BDO Seidman, LLP
31.1		*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Richard Agree, Chief Executive Officer