Current Report Filing (8-k)
06 Juli 2022 - 10:06PM
Edgar (US Regulatory)
0000917251
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0000917251
2022-07-06
2022-07-06
0000917251
us-gaap:CommonStockMember
2022-07-06
2022-07-06
0000917251
adc:DepositarySharesMember
2022-07-06
2022-07-06
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): July 6, 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 July 6, 2022, Agree
Realty Corporation (the “Company”) announced its weighted-average number of common shares outstanding for the three
and six months ended June 30, 2022. 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, 2022 |
|
|
June 30, 2022 |
|
| Weighted-average number of common shares outstanding |
|
|
75,277,924 |
|
|
|
73,385,101 |
|
| Less: Unvested restricted stock |
|
|
(240,004 |
) |
|
|
(240,004 |
) |
| Weighted-average number of common shares outstanding used in basic earnings per share |
|
|
75,037,920 |
|
|
|
73,145,097 |
|
| |
|
|
|
|
|
|
|
|
| Weighted-average number of common shares outstanding used in basic earnings per share |
|
|
75,037,920 |
|
|
|
73,145,097 |
|
| Effect of dilutive securities: |
|
|
|
|
|
|
|
|
| Share-based compensation |
|
|
92,177 |
|
|
|
85,345 |
|
| ATM forward equity offerings |
|
|
40,752 |
|
|
|
20,867 |
|
| December 2021 forward equity offering |
|
|
311,848 |
|
|
|
179,925 |
|
| May 2022 forward equity offering |
|
|
87,392 |
|
|
|
43,696 |
|
| Weighted-average number of common shares outstanding used in diluted earnings per share |
|
|
75,570,089 |
|
|
|
73,474,930 |
|
| |
|
|
|
|
|
|
|
|
| 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 |
|
|
75,917,708 |
|
|
|
73,822,549 |
|
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 periods 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, 2022 was 439,992 weighted-average incremental shares. The impact of the offerings on the Company’s
weighted-average diluted shares for the six months ended June 30, 2022 was 244,488 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, 2022 |
By: |
/s/ Peter Coughenour |
| |
|
Name: Peter Coughenour |
| |
|
Title: Chief Financial Officer and Secretary |
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