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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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).
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| Item 7.01. | Regulation FD Disclosure |
On January 6, 2020, Agree Realty Corporation (the “Company”) issued a press release announcing the Company’s investment and disposition activity for 2019, investment guidance for 2020, and updates on its portfolio and its fourth quarter 2019 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 Invest section of its website at www.agreerealty.com.
| Item 8.01. | Other Events. |
On January 6, 2020, the Company announced its weighted-average number of common shares outstanding for the three and twelve months ended December 31, 2019. 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, 2019 | December 31, 2019 | |||||||
| Weighted-average number of common shares outstanding | 42,481,614 | 40,771,300 | ||||||
| Less: Unvested restricted stock | (193,954 | ) | (193,954 | ) | ||||
| Weighted-average number of common shares outstanding used in basic earnings per share | 42,287,660 | 40,577,346 | ||||||
| Weighted-average number of common shares outstanding used in basic earnings per share | 42,287,660 | 40,577,346 | ||||||
| Effect of dilutive securities: share-based compensation | 108,227 | 98,740 | ||||||
| Effect of dilutive securities: September 2018 forward equity offering | - | 269,785 | ||||||
| Effect of dilutive securities: April 2019 forward equity offering | 598,359 | 277,225 | ||||||
| Effect of dilutive securities: 2019 ATM forward equity offerings | 2,072 | 518 | ||||||
| Weighted-average number of common shares outstanding used in diluted earnings per share | 42,996,318 | 41,223,614 | ||||||
| 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 | 43,343,937 | 41,571,233 | ||||||
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 subsequent forward sale agreements 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. The Company settled the entirety of the April 2019 Forward on December 30, 2019 and received net proceeds of approximately $195.8 million.
During the fourth quarter of 2019, the Company entered into forward sale agreements in connection with its at-the-market equity program to sell an aggregate of 2,003,118 shares of common stock (the “ATM Forward Offerings”). To date, no shares from the ATM Forward Offerings have been settled.
To account for the potential dilution resulting from the Forward Equity Offerings and the ATM Forward 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 twelve months ended December 31, 2019 was 269,785 weighted-average incremental shares. The impact from the April 2019 Forward on the Company’s weighted-average diluted shares for the three and twelve months ended December 31, 2019 was 598,359 and 277,225 weighted-average incremental shares, respectively. The impact from the ATM Forward Offerings on the Company’s weighted-average diluted shares for the three and twelve months ended December 31, 2019 was 2,072 and 518 weighted-average incremental shares, respectively.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit | Description |
| 99.1 | Press release, dated January 6, 2020, entitled “Agree Realty Announces Record 2019 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 6, 2020 | By: | /s/ Clayton R. Thelen | |
| Clayton R. Thelen | |||
|
Chief Financial Officer and Secretary |
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