UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 7.01. | Regulation FD Disclosure. |
On January 4, 2021, Agree Realty Corporation (the “Company”) issued a press release announcing the Company’s investment and disposition activity for 2020, investment guidance for 2021, and updates on its portfolio and its fourth quarter 2020 capital markets activities.
A copy of the press release is furnished as Exhibit 99.1 to this report.
The Company has posted a copy of the press release in the Investors section of its website at www.agreerealty.com.
| Item 8.01. | Other Events. |
On January 4, 2021, the Company announced its weighted-average number of common shares outstanding for the three and twelve months ended December 31, 2020. 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, 2020 | December 31, 2020 | |||||||
| Weighted-average number of common shares outstanding | 55,572,108 | 52,013,137 | ||||||
| Less: Unvested restricted stock | (174,918 | ) | (174,918 | ) | ||||
| Weighted-average number of common shares outstanding used in basic earnings per share | 55,397,190 | 51,838,219 | ||||||
| Weighted-average number of common shares outstanding used in basic earnings per share | 55,397,190 | 51,838,219 | ||||||
| Effect of dilutive securities: | ||||||||
| Share-based compensation | 93,263 | 95,103 | ||||||
| 2019 ATM forward equity offerings | - | 14,289 | ||||||
| 2020 ATM forward equity offerings | 28,304 | 19,777 | ||||||
| April 2020 forward equity offering | 545,001 | 429,346 | ||||||
| Weighted-average number of common shares outstanding used in diluted earnings per share | 56,063,758 | 52,396,734 | ||||||
| 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 | 56,411,377 | 52,744,353 | ||||||
To account for the potential dilution resulting from the 2019 ATM forward equity offerings, 2020 ATM forward equity offerings, and April 2020 forward equity offering 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, 2020 was 573,305 weighted-average incremental shares. The impact of the offerings on the Company’s weighted-average diluted shares for the twelve months ended December 31, 2020 was 463,412 weighted-average incremental shares.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit | Description |
| 99.1 | Press release, dated January 4, 2021, entitled “Agree Realty Announces Record 2020 Investment Activity”. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 4, 2021 | By: | /s/ Clayton R. Thelen |
| Clayton R. Thelen | ||
| Chief Financial Officer and Secretary | ||