SEC Comment Letter for AGREE REALTY CORP (ADC, ADC-PA) (CIK 0000917251) (ADC) — Nov 5, 2007
AGREE REALTY CORP (ADC, ADC-PA) (CIK 0000917251)
Date: Nov. 5, 2007 · CIK: 0000917251 · Accession: 0000000000-07-053999
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-12928
Letter
Mail Stop 4561
November 5, 2007
VIA USMAIL and FAX (248) 737 - 9110 Mr. Kenneth R. Howe Vice President and Chief Financial Officer Agree Realty Corporation 31850 Northwestern Highway Farmington Hills, Michigan 48334 Re: Agree Realty Corporation Form 10-K for the year ended 12/31/2006 Filed 3/14/2007 File Nos. 001-12928 Dear Mr. Kenneth R. Howe: We have reviewed your filing and have the following comment. We have limited our review to only the issues addressed below and will make no further review of your document. As such, all persons who are responsible for the adequacy and accuracy of the disclosure are urged to be certain that they have included all information required pursuant to the Securities Exchange Act of 1934. Where indicated, we think you should revise your document in response to this comment. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your explanation. In our comment, we may ask you to provide us with information so we may better understand your disclosure. After review ing this information, we may or may not raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosures in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comment or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Kenneth R. Howe Agree Realty Corporation November 5, 2007 Page 2 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006
Certifications
1. We note that your certifications were not filed in the exact form as outlined in Item 601(B)(31)(i) of Regulation S-K. Some of the discrepancies include replacing the word “report” with “annual report”, omission of introductory language referring to internal control over financial reporting in paragraph 4, and inclusion of additional info rmation in paragraph 6. Please amend your annual report to file certifications in the exact form as outlined in Item 601(B)(31)(i) of Regulation S-K. Please note that your circumstances require a full amendment to be filed.
* * * *
As appropriate, please respond to this comm ent within 10 business days or tell us when you will provide us with a response. Please submit a response letter on EDGAR that keys your response to our comment and provides any requested information. Detailed response letters great ly facilitate our review. Please understand that we may have additional comments after revi ewing your response to our comment. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that • the company is responsible for the adequacy and accuracy of the disclosure in the filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
Kenneth R. Howe Agree Realty Corporation November 5, 2007 Page 3 information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filings or in response to our comments on your filings. You may contact Wilson K. Lee, at (202) 551-3468 or me, at (202) 551-3498 if you have questions. Sincerely, Linda Van Doorn Senior Assistant Chief Accountant
Show Raw Text
Mail Stop 4561
November 5, 2007
VIA USMAIL and FAX (248) 737 - 9110 Mr. Kenneth R. Howe Vice President and Chief Financial Officer Agree Realty Corporation 31850 Northwestern Highway Farmington Hills, Michigan 48334
Re: Agree Realty Corporation
Form 10-K for the year ended 12/31/2006
Filed 3/14/2007 File Nos. 001-12928
Dear Mr. Kenneth R. Howe:
We have reviewed your filing and have the following comment. We have limited
our review to only the issues addressed below and will make no further review of your
document. As such, all persons who are responsible for the adequacy and accuracy of the disclosure are urged to be certain that they have included all information required
pursuant to the Securities Exchange Act of 1934.
Where indicated, we think you should revise your document in response to this
comment. If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your
explanation. In our comment, we may ask you to provide us with information so we may
better understand your disclosure. After review ing this information, we may or may not
raise additional comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosures in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comment or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Kenneth R. Howe
Agree Realty Corporation
November 5, 2007 Page 2 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006
Certifications
1. We note that your certifications were not filed in the exact form as outlined in
Item 601(B)(31)(i) of Regulation S-K. Some of the discrepancies include
replacing the word “report” with “annual report”, omission of introductory
language referring to internal control over financial reporting in paragraph 4, and
inclusion of additional info rmation in paragraph 6. Please amend your annual
report to file certifications in the exact form as outlined in Item 601(B)(31)(i) of
Regulation S-K. Please note that your circumstances require a full amendment to be filed.
* * * *
As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response. Please submit a response letter on EDGAR that keys your response to our comment and provides any requested information.
Detailed response letters great ly facilitate our review. Please understand that we may
have additional comments after revi ewing your response to our comment.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
Kenneth R. Howe
Agree Realty Corporation November 5, 2007 Page 3 information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings. You may contact Wilson K. Lee, at (202) 551-3468 or me, at (202) 551-3498 if
you have questions. Sincerely,
Linda Van Doorn Senior Assistant Chief Accountant