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ADC Agree Realty

Filed: 6 Jul 21, 4:05pm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): July 6, 2021

 

AGREE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

 

Maryland

(State or other jurisdiction of incorporation)

 

1-12928

(Commission file number)

38-3148187

(I.R.S. Employer Identification No.)

  

70 E. Long Lake Road

Bloomfield Hills, MI

(Address of principal executive offices)

48304

(Zip code)

 

(Registrant’s telephone number, including area code) (248) 737-4190

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.0001 par valueADCNew York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 8.01.Other Events.

 

On July 6, 2021, Agree Realty Corporation (the “Company”) announced its weighted-average number of common shares outstanding for the three and six months ended June 30, 2021. The following table computes the Company’s weighted-average number of common shares outstanding for the periods:

 

  Three Months
Ended
  Six Months
Ended
 
  June 30, 2021  June 30, 2021 
Weighted-average number of common shares outstanding  65,055,820   64,057,906 
Less: Unvested restricted stock  (219,836)  (219,836)
Weighted-average number of common shares outstanding used in basic earnings per share  64,835,984   63,838,070 
         
Weighted-average number of common shares outstanding used in basic earnings per share  64,835,984   63,838,070 
Effect of dilutive securities:        
Share-based compensation  98,175   91,386 
2020 ATM forward equity offerings  217,943   133,476 
2021 ATM forward equity offerings  33,475   16,738 
Weighted-average number of common shares outstanding used in diluted earnings per share  65,185,577   64,079,670 
         
Operating Partnership Units ("OP Units")  347,619   347,619 
Weighted-average number of common shares and OP Units outstanding
used in diluted earnings per share
  65,533,196   64,427,289 

 

To account for the potential dilution resulting from the forward equity offerings on earnings per share calculations, the Company used the treasury stock method to determine the dilution during the period of time prior to settlement. The impact of the offerings on the Company’s weighted-average diluted shares for the three months ended June 30, 2021 was 251,418 weighted-average incremental shares. The impact of the offerings on the Company’s weighted-average diluted shares for the six months ended June 30, 2021 was 150,214 weighted-average incremental shares.

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 AGREE REALTY CORPORATION 
    
    
Date: July 6, 2021By:/s/ Simon J. Leopold 
  Simon J. Leopold 
  Chief Financial Officer and Secretary