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 2, 2018

 

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))

  

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 2, 2018, Agree Realty Corporation (the "Company") announced its weighted-average number of common shares outstanding for the three and six months ended June 30, 2018.

 

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, 2018   June 30, 2018 
Weighted average number of common shares outstanding   31,033,259    31,023,457 
Less: Unvested restricted stock   (212,074)   (212,074)
Weighted average number of common shares outstanding used in basic earnings per share   30,821,185    30,811,383 
           
Weighted average number of common shares outstanding used in basic earnings per share   30,821,185    30,811,383 
Effect of dilutive securities: restricted stock   59,252    47,620 
Effect of dilutive securities: forward equity offering   341,784    177,692 
Weighted average number of common shares outstanding used in diluted earnings per share   31,222,221    31,036,694 
           
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   31,569,840    31,384,313 

 

The diluted number of common shares reported for the three and six months ended June 30, 2018 was impacted by the forward sale agreement the Company entered in March 2018 to sell an aggregate of 3,450,000 shares of common stock.

 

To account for the potential dilution resulting from the forward sale agreement on earnings per share calculations, the Company used the treasury method to determine the dilution resulting from the forward sale agreement during the period of time prior to settlement. As of June 30, 2018, no shares had been settled under the forward sale agreement. The impact on our weighted-average diluted shares for the three and six months ended June 30, 2018 was 341,784 and 177,692 weighted-average incremental shares, respectively.

 

 

 

 

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 2, 2018 By: /s/ Clayton R. Thelen  
    Clayton R. Thelen  
    Chief Financial Officer and Secretary