0001144204-19-033370.txt : 20190701 0001144204-19-033370.hdr.sgml : 20190701 20190701160213 ACCESSION NUMBER: 0001144204-19-033370 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190701 ITEM INFORMATION: Other Events FILED AS OF DATE: 20190701 DATE AS OF CHANGE: 20190701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AGREE REALTY CORP CENTRAL INDEX KEY: 0000917251 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 383148187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12928 FILM NUMBER: 19933194 BUSINESS ADDRESS: STREET 1: 70 E. LONG LAKE ROAD CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48034 BUSINESS PHONE: 8107374190 MAIL ADDRESS: STREET 1: 70 E. LONG LAKE ROAD CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48034 8-K 1 tv524664_8k.htm FORM 8-K

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 1, 2019

AGREE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

Maryland

(State of 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, $.0001 par value	ADC	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 1, 2019, Agree Realty Corporation (the "Company") announced its weighted-average number of common shares outstanding for the three and six months ended June 30, 2019. The following table illustrates the Company’s weighted-average number of common shares outstanding for the periods:

	Three Months Ended			Six Months Ended
	June 30, 2019			June 30, 2019

Weighted-average number of common shares outstanding		40,813,436			39,259,807
Less: Unvested restricted stock		(201,064	)		(201,064	)
Weighted-average number of common shares outstanding used in basic earnings per share		40,612,372			39,058,743

Weighted-average number of common shares outstanding used in basic earnings per share		40,612,372			39,058,743
Effect of dilutive securities: share-based compensation		82,836			80,030
Effect of dilutive securities: September 2018 forward equity offering		312,464			539,570
Effect of dilutive securities: April 2019 forward equity offering		133,987			66,994
Weighted-average number of common shares outstanding used in diluted earnings per share		41,141,659			39,745,337

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		41,489,278			40,092,956

The Company entered into a forward sale agreement in September 2018 to sell an aggregate of 3,500,000 shares of common stock (the “September 2018 Forward”) and entered into a subsequent forward sale agreement in April 2019 to sell an aggregate of 3,162,500 shares of common stock (the “April 2019 Forward”, and together with the September 2018 Forward, the “Forward Equity Offerings”). Concurrently with entering into the April 2019 Forward, the Company settled the entirety of the September 2018 Forward and received net proceeds of approximately $186.0 million.

To account for the potential dilution resulting from the Forward Equity Offerings on earnings per share calculations, the Company used the treasury method to determine the dilution during the period of time prior to settlement. The impact from the September 2018 Forward on the Company’s weighted-average diluted shares for the three and six months ended June 30, 2019 was 312,464 and 539,570 weighted-average incremental shares, respectively. The impact from the April 2019 Forward on the Company’s weighted-average diluted shares for the three and six months ended June 30, 2019 was 133,987 and 66,994 weighted-average incremental shares, respectively. To date, no shares from the April 2019 Forward have been settled.

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 1, 2019	By:	/s/ Clayton R. Thelen
		Clayton R. Thelen
		Chief Financial Officer and Secretary