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 8.01. Other Events.
On October 1, 2019, Agree Realty Corporation (the "Company") announced its weighted-average number of common shares outstanding for the three and nine months ended September 30, 2019. The following table illustrates the Company’s weighted-average number of common shares outstanding for the periods:
Three Months Ended | Nine Months Ended | |||||||
September 30, 2019 | September 30, 2019 | |||||||
Weighted-average number of common shares outstanding | 42,034,685 | 40,194,931 | ||||||
Less: Unvested restricted stock | (202,228 | ) | (202,228 | ) | ||||
Weighted-average number of common shares outstanding used in basic earnings per share | 41,832,457 | 39,992,703 | ||||||
Weighted-average number of common shares outstanding used in basic earnings per share | 41,832,457 | 39,992,703 | ||||||
Effect of dilutive securities: share-based compensation | 109,027 | 102,845 | ||||||
Effect of dilutive securities: September 2018 forward equity offering | - | 359,713 | ||||||
Effect of dilutive securities: April 2019 forward equity offering | 376,558 | 170,180 | ||||||
Weighted-average number of common shares outstanding used in diluted earnings per share | 42,318,042 | 40,625,441 | ||||||
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 | 42,665,661 | 40,973,060 |
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 nine months ended September 30, 2019 was 359,713 weighted-average incremental shares. The impact from the April 2019 Forward on the Company’s weighted-average diluted shares for the three and nine months ended September 30, 2019 was 376,558 and 170,180 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: October 1, 2019 | By: | /s/ Clayton R. Thelen |
Clayton R. Thelen | ||
Chief Financial Officer and Secretary |