Current Report Filing (8-k)
05 Januar 2022 - 10:08PM
Edgar (US Regulatory)
0000917251 false 0000917251 2022-01-05
2022-01-05 0000917251 us-gaap:CommonStockMember 2022-01-05
2022-01-05 0000917251 adc:DepositarySharesMember 2022-01-05
2022-01-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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):
January 5, 2022
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
class |
Trading
Symbol(s) |
Name of each exchange on which
registered |
Common Stock, $0.0001 par value |
ADC |
New York Stock Exchange |
Depositary Shares, each representing one-thousandth of a share of
4.25% Series A Cumulative Redeemable Preferred Stock, $0.0001 par
value |
ADCPrA |
New 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 January 5, 2022, Agree Realty
Corporation (the “Company”) announced its weighted-average
number of common shares outstanding for the three and twelve months
ended December 31, 2021. The following table computes the Company’s
weighted-average number of common shares outstanding for the
periods:
|
|
Three Months
Ended |
|
|
Twelve Months
Ended |
|
|
|
December 31, 2021 |
|
|
December 31, 2021 |
|
Weighted-average number of common shares outstanding |
|
|
70,499,486 |
|
|
|
67,004,069 |
|
Less: Unvested restricted stock |
|
|
(201,827 |
) |
|
|
(201,827 |
) |
Weighted-average number of common shares outstanding used in basic
earnings per share |
|
|
70,297,659 |
|
|
|
66,802,242 |
|
|
|
|
|
|
|
|
|
|
Weighted-average number of common shares outstanding used in basic
earnings per share |
|
|
70,297,659 |
|
|
|
66,802,242 |
|
Effect
of dilutive securities: |
|
|
|
|
|
|
|
|
Share-based compensation |
|
|
118,299 |
|
|
|
118,460 |
|
2020 ATM forward equity offerings |
|
|
77,838 |
|
|
|
153,200 |
|
2021 ATM forward equity offerings |
|
|
58,605 |
|
|
|
50,757 |
|
December 2021 Forward Offering |
|
|
57,681 |
|
|
|
14,420 |
|
Weighted-average number of common shares outstanding used in
diluted earnings per share |
|
|
70,610,082 |
|
|
|
67,139,079 |
|
|
|
|
|
|
|
|
|
|
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 |
|
|
70,957,701 |
|
|
|
67,486,698 |
|
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 December 31, 2021 was 194,124 weighted-average incremental
shares. The impact of the offerings on the Company’s
weighted-average diluted shares for the twelve months ended
December 31, 2021 was 218,377 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: January 5, 2022 |
By: |
/s/ Peter Coughenour |
|
|
Name: Peter
Coughenour |
|
|
Title: Chief Financial Officer
and Secretary |
Agree Realty (NYSE:ADC)
Historical Stock Chart
Von Apr 2022 bis Mai 2022
Agree Realty (NYSE:ADC)
Historical Stock Chart
Von Mai 2021 bis Mai 2022