Postal Realty Trust, Inc. - Quarter Report: 2021 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended June 30, 2021
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from _________ to _________
Commission File Number: 001-38903
POSTAL REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 83-2586114 | |||||||
| (State or other jurisdiction of | (IRS Employer | |||||||
| incorporation or organization) | Identification No.) | |||||||
75 Columbia Avenue
Cedarhurst, NY 11516
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (516) 295-7820
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
| Class A Common Stock, par value $0.01 per share | PSTL | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||||||||||
| 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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of August 11, 2021, the registrant had 13,657,529 shares of Class A common stock outstanding.
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
POSTAL REALTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value and share data)
| June 30, 2021 | December 31, 2020 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Investments: | |||||||||||
| Real estate properties, at cost: | |||||||||||
Land | $ | 55,108 | $ | 46,303 | |||||||
Building and improvements | 240,528 | 196,340 | |||||||||
Tenant improvements | 5,098 | 4,428 | |||||||||
Total real estate properties, at cost | 300,734 | 247,071 | |||||||||
Less: Accumulated depreciation | (16,715) | (13,215) | |||||||||
Total real estate properties, net | 284,019 | 233,856 | |||||||||
Investment in financing lease, net | 512 | 515 | |||||||||
Total investments | 284,531 | 234,371 | |||||||||
Cash | 4,936 | 2,212 | |||||||||
Rent and other receivables | 3,689 | 3,521 | |||||||||
Prepaid expenses and other assets, net | 4,790 | 4,434 | |||||||||
| Escrows and reserves | 1,215 | 1,059 | |||||||||
Deferred rent receivable | 373 | 216 | |||||||||
In-place lease intangibles, net | 14,578 | 13,022 | |||||||||
Above market leases, net | 116 | 50 | |||||||||
Total Assets | $ | 314,228 | $ | 258,885 | |||||||
Liabilities and Equity | |||||||||||
Liabilities: | |||||||||||
Secured borrowings, net | $ | 33,031 | $ | 46,629 | |||||||
Revolving credit facility | 82,500 | 78,000 | |||||||||
Accounts payable, accrued expenses and other | 6,673 | 5,891 | |||||||||
Below market leases, net | 8,579 | 8,726 | |||||||||
Total Liabilities | 130,783 | 139,246 | |||||||||
Commitments and Contingencies | |||||||||||
Equity: | |||||||||||
Class A common stock, par value $0.01 per share; 500,000,000 shares authorized, 13,652,412 and 9,437,197 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 136 | 95 | |||||||||
Class B common stock, par value $0.01 per share; 27,206 shares authorized: 27,206 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | — | — | |||||||||
Additional paid-in capital | 160,061 | 100,812 | |||||||||
Accumulated deficit | (14,010) | (8,917) | |||||||||
Total Stockholders’ Equity | 146,187 | 91,990 | |||||||||
Operating Partnership unitholders’ non-controlling interests | 37,258 | 27,649 | |||||||||
Total Equity | 183,445 | 119,639 | |||||||||
Total Liabilities and Equity | $ | 314,228 | $ | 258,885 | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
1
POSTAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except share data)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
Rental income | $ | 8,977 | $ | 5,293 | $ | 17,464 | $ | 10,195 | |||||||||||||||
Fee and other income | 551 | 312 | 929 | 607 | |||||||||||||||||||
Total revenues | 9,528 | 5,605 | 18,393 | 10,802 | |||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||
Real estate taxes | 1,163 | 697 | 2,252 | 1,339 | |||||||||||||||||||
Property operating expenses | 815 | 394 | 1,725 | 801 | |||||||||||||||||||
General and administrative | 2,716 | 1,917 | 5,285 | 4,218 | |||||||||||||||||||
Depreciation and amortization | 3,219 | 2,162 | 6,388 | 4,197 | |||||||||||||||||||
Total operating expenses | 7,913 | 5,170 | 15,650 | 10,555 | |||||||||||||||||||
| Income from operations | 1,615 | 435 | 2,743 | 247 | |||||||||||||||||||
Interest expense, net: | |||||||||||||||||||||||
Contractual interest expense | (621) | (546) | (1,266) | (1,273) | |||||||||||||||||||
Write-off and amortization of deferred financing fees | (145) | (115) | (290) | (220) | |||||||||||||||||||
Loss on early extinguishment of debt | — | — | (202) | — | |||||||||||||||||||
Interest income | 1 | 1 | 1 | 1 | |||||||||||||||||||
Total interest expense, net | (765) | (660) | (1,757) | (1,492) | |||||||||||||||||||
Income (loss) before income tax expense | 850 | (225) | 986 | (1,245) | |||||||||||||||||||
Income tax expense | (27) | (5) | (38) | (15) | |||||||||||||||||||
Net income (loss) | 823 | (230) | 948 | (1,260) | |||||||||||||||||||
Net (income) loss attributable to Operating Partnership unitholders’ non-controlling interests | (152) | 79 | (176) | 431 | |||||||||||||||||||
Net income (loss) attributable to common stockholders | $ | 671 | $ | (151) | $ | 772 | $ | (829) | |||||||||||||||
Net income (loss) per share: | |||||||||||||||||||||||
Basic and Diluted | $ | 0.04 | $ | (0.05) | $ | 0.04 | $ | (0.19) | |||||||||||||||
Weighted average common shares outstanding: | |||||||||||||||||||||||
Basic and Diluted | 13,081,018 | 5,205,153 | 12,766,791 | 5,189,900 | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
POSTAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
(UNAUDITED)
(in thousands, except share data)
| Number of shares of Common Stock | Common Stock | Additional Paid-in Capital | Accumulated Equity (Deficit) | Total Stockholders’ equity | Operating Partnership unitholders’ non-controlling interests | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance - December 31, 2019 | 5,313,110 | $ | 53 | $ | 51,396 | $ | (2,576) | $ | 48,873 | $ | 20,950 | $ | 69,823 | ||||||||||||||||||||||||||||
Issuance of OP Units in connection with a transaction | — | — | — | — | — | 7,922 | 7,922 | ||||||||||||||||||||||||||||||||||
Issuance and amortization of equity-based compensation | 103,463 | 1 | 519 | — | 520 | 185 | 705 | ||||||||||||||||||||||||||||||||||
Issuance and amortization under ESPP | 3,538 | — | 53 | — | 53 | — | 53 | ||||||||||||||||||||||||||||||||||
Dividends declared ($0.17 per share) | — | — | — | (923) | (923) | (478) | (1,401) | ||||||||||||||||||||||||||||||||||
Net loss | — | — | — | (677) | (677) | (352) | (1,029) | ||||||||||||||||||||||||||||||||||
Reallocation of non-controlling interest | — | — | 2,219 | — | 2,219 | (2,219) | — | ||||||||||||||||||||||||||||||||||
| Balance - March 31, 2020 | 5,420,111 | $ | 54 | $ | 54,187 | $ | (4,176) | $ | 50,065 | $ | 26,008 | $ | 76,073 | ||||||||||||||||||||||||||||
| Issuance and amortization of equity-based compensation | 42,297 | — | 351 | — | 351 | 181 | 532 | ||||||||||||||||||||||||||||||||||
| Amortization under ESPP | — | — | 2 | — | 2 | — | 2 | ||||||||||||||||||||||||||||||||||
| Restricted stock withholdings | (11,342) | — | (182) | — | (182) | — | (182) | ||||||||||||||||||||||||||||||||||
Dividends declared ($0.20 per share) | — | — | — | (1,089) | (1,089) | (566) | (1,655) | ||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | (151) | (151) | (79) | (230) | ||||||||||||||||||||||||||||||||||
| Reallocation of non-controlling interest | — | — | (6) | — | (6) | 6 | — | ||||||||||||||||||||||||||||||||||
| Balance – June 30, 2020 | 5,451,066 | $ | 54 | $ | 54,352 | $ | (5,416) | $ | 48,990 | $ | 25,550 | $ | 74,540 | ||||||||||||||||||||||||||||
| Balance - December 31, 2020 | 9,464,403 | $ | 95 | $ | 100,812 | $ | (8,917) | $ | 91,990 | $ | 27,649 | $ | 119,639 | ||||||||||||||||||||||||||||
Net proceeds from sale of common stock | 3,737,500 | 37 | 53,203 | — | 53,240 | — | 53,240 | ||||||||||||||||||||||||||||||||||
Issuance and amortization of equity-based compensation | 149,121 | 1 | 885 | — | 886 | 230 | 1,116 | ||||||||||||||||||||||||||||||||||
Issuance and amortization under ESPP | 3,987 | — | 66 | — | 66 | — | 66 | ||||||||||||||||||||||||||||||||||
Restricted stock withholdings | (1,291) | — | (21) | — | (21) | — | (21) | ||||||||||||||||||||||||||||||||||
Dividends declared ($0.2175 per share) | — | — | — | (2,916) | (2,916) | (650) | (3,566) | ||||||||||||||||||||||||||||||||||
Net income | — | — | — | 103 | 103 | 23 | 126 | ||||||||||||||||||||||||||||||||||
Reallocation of non-controlling interest | — | — | (3,831) | — | (3,831) | 3,831 | — | ||||||||||||||||||||||||||||||||||
| Balance – March 31, 2021 | 13,353,720 | $ | 133 | $ | 151,114 | $ | (11,730) | $ | 139,517 | $ | 31,083 | $ | 170,600 | ||||||||||||||||||||||||||||
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| Net proceeds from sale of common stock | 319,702 | 3 | 6,050 | — | 6,053 | — | 6,053 | ||||||||||||||||||||||||||||||||||
| Issuance of OP Units in connection with transactions | — | — | — | — | — | 9,021 | 9,021 | ||||||||||||||||||||||||||||||||||
| Issuance and amortization of equity-based compensation | 17,102 | — | 499 | — | 499 | 281 | 780 | ||||||||||||||||||||||||||||||||||
| Amortization under ESPP | — | — | 8 | — | 8 | — | 8 | ||||||||||||||||||||||||||||||||||
| Restricted stock withholdings | (10,906) | — | (221) | — | (221) | — | (221) | ||||||||||||||||||||||||||||||||||
Dividends declared ($0.22 per share) | — | — | — | (2,951) | (2,951) | (668) | (3,619) | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 671 | 671 | 152 | 823 | ||||||||||||||||||||||||||||||||||
| Reallocation of non-controlling interest | — | — | 2,611 | — | 2,611 | (2,611) | — | ||||||||||||||||||||||||||||||||||
| Balance – June 30, 2021 | 13,679,618 | $ | 136 | $ | 160,061 | $ | (14,010) | $ | 146,187 | $ | 37,258 | $ | 183,445 | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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POSTAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
| For the Six Months Ended June 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | 948 | $ | (1,260) | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Depreciation | 3,508 | 1,969 | |||||||||
| Amortization of in-place intangibles | 2,880 | 2,227 | |||||||||
| Write-off and amortization of deferred financing costs | 290 | 220 | |||||||||
| Amortization of above/below market leases | (760) | (610) | |||||||||
| Amortization of intangible liability | (9) | (3) | |||||||||
| Equity based compensation | 1,916 | 1,248 | |||||||||
| Loss on extinguishment of debt | 202 | — | |||||||||
| Deferred rent receivable | (157) | (54) | |||||||||
| Deferred rent expense payable | — | 10 | |||||||||
| Other | 35 | — | |||||||||
| Non-cash lease expense | 7 | — | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Rent and other receivables | (292) | (281) | |||||||||
| Prepaid expenses and other assets | (233) | (362) | |||||||||
| Accounts payable, accrued expenses and other | 58 | 103 | |||||||||
| Net cash provided by operating activities | 8,393 | 3,207 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Acquisition of real estate | (47,596) | (33,212) | |||||||||
| Repayment of financing lease | 3 | — | |||||||||
| Escrows for acquisition and construction deposits | (372) | (640) | |||||||||
| Capital improvements | (783) | (341) | |||||||||
| Insurance proceeds related to property damage claims | 848 | — | |||||||||
| Other investing activities | (141) | (73) | |||||||||
| Net cash used in investing activities | (48,041) | (34,266) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from secured borrowings | — | 13,674 | |||||||||
| Repayments of secured borrowings | (13,810) | (54) | |||||||||
| Proceeds from revolving credit facility | 47,500 | 20,000 | |||||||||
| Repayments of revolving credit facility | (43,000) | (6,531) | |||||||||
| Proceeds from other financing activity | — | 557 | |||||||||
| Repayments from other financing activity | (53) | (192) | |||||||||
| Net proceeds from issuance of shares | 59,444 | — | |||||||||
| Debt issuance costs | (29) | (767) | |||||||||
| Proceeds from issuance of ESPP shares | 53 | 45 | |||||||||
| Shares withheld for payment of taxes on restricted share vesting | (242) | (182) | |||||||||
| Distributions and dividends | (7,185) | (3,056) | |||||||||
| Other financing activities | (150) | (9) | |||||||||
| Net cash provided by financing activities | 42,528 | 23,485 | |||||||||
| Net increase (decrease) in Cash and Escrows and Reserves | 2,880 | (7,574) | |||||||||
| Cash and Escrows and Reserves at the beginning of period | 3,271 | 13,184 | |||||||||
| Cash and Escrow and Reserves at the end of period | $ | 6,151 | $ | 5,610 | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
Note 1. Organization and Description of Business
Postal Realty Trust, Inc. (the “Company”) was organized in the state of Maryland on November 19, 2018. On May 17, 2019, the Company completed its initial public offering (“IPO”) of the Company’s Class A common stock, par value $0.01 per share (the “Class A common stock”). The Company contributed the net proceeds from the IPO to Postal Realty LP, a Delaware limited partnership (the “Operating Partnership”), in exchange for common units of limited partnership interest in the Operating Partnership (each, an “OP Unit,” and collectively, the “OP Units”). Both the Company and the Operating Partnership commenced operations upon completion of the IPO and certain related formation transactions (the “Formation Transactions”). Prior to the completion of the IPO and the Formation Transactions, the Company had no operations.
The Company’s interest in the Operating Partnership entitles the Company to share in distributions from, and allocations of profits and losses of, the Operating Partnership in proportion to the Company’s percentage ownership of OP Units. As the sole general partner of the Operating Partnership, the Company has the exclusive power under the partnership agreement to manage and conduct the Operating Partnership’s business, subject to limited approval and voting rights of the limited partners. As of June 30, 2021, the Company held an approximately 79.7% interest in the Operating Partnership. As the sole general partner and the majority interest holder, the Company consolidates the financial position and results of operations of the Operating Partnership. The Operating Partnership is considered a variable interest entity (“VIE”) in which the Company is the primary beneficiary.
The Company’s predecessor (the “Predecessor”) was a combination of limited liability companies (the “LLCs”), one C-Corporation (“UPH”), one S-Corporation (“NPM”) and one limited partnership. The entities that comprised the Predecessor were majority owned and controlled by Mr. Spodek and his affiliates and were acquired by contribution to, or merger with, the Company and the Operating Partnership.
The Predecessor did not represent a legal entity. The Predecessor and its related assets and liabilities were under common control and were contributed to the Operating Partnership in connection with the Company’s IPO.
NPM was formed on November 17, 2004, for the purpose of managing commercial real estate properties.
As of June 30, 2021, the Company owned a portfolio of 852 postal properties located in 49 states. The Company’s properties are primarily leased to a single tenant, the United States Postal Service (the “USPS”).
In addition, through its taxable REIT subsidiary (“TRS”), Postal Realty Management TRS, LLC (“PRM”), the Company provides fee-based third party property management services for an additional 399 postal properties, which are owned by Mr. Spodek and his affiliates, his family members and their partners.
The Company, until May 15, 2019, was authorized to issue up to 600,000,000 shares of common stock, par value $0.01 per share. On May 15, 2019, in connection with the IPO, the Company amended its articles of incorporation such that the Company is currently authorized to issue up to 500,000,000 shares of Class A common stock, 27,206 shares of Class B common stock, $0.01 par value per share (the “Class B common stock” or “Voting Equivalency stock”), and up to 100,000,000 shares of preferred stock.
The Company believes it has been organized in conformity with, and has operated in a manner that has enabled it to meet the requirements for qualification as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), and the Company elected to be taxed as a REIT under the Code commencing with the Company’s short taxable year ended December 31, 2019. As a REIT, the Company generally will not be subject to federal income tax to the extent that it distributes its REIT taxable income for each tax year to its stockholders. REITs are subject to a number of organizational and operational requirements.
Pursuant to the Jumpstart Our Business Startups Act (the “JOBS Act”), the Company qualifies as an emerging growth company (“EGC”). An EGC may choose, as the Company has done, to take advantage of the extended private company transition period provided for complying with new or revised accounting standards that may be issued by the Financial Accounting Standards Board (“FASB”) or the Securities and Exchange Commission (the “SEC”).
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Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying Consolidated Financial Statements include the financial position and results of operations of the Company, the Operating Partnership and its wholly owned subsidiaries.
The Company consolidates the Operating Partnership, a VIE in which the Company is considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE.
A non-controlling interest is defined as the portion of the equity in an entity not attributable, directly or indirectly, to the Company. Non-controlling interests are required to be presented as a separate component of equity in the Consolidated Balance Sheets. Accordingly, the presentation of net income (loss) reflects the income attributed to controlling and non-controlling interests.
The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.
This interim financial information should be read in conjunction with the Consolidated and Combined Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Management believes that all adjustments of a normal, recurring nature considered necessary for a fair presentation have been included. This interim financial information does not necessarily represent or indicate what the operating results will be for the year ending December 31, 2021. All material intercompany accounts and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates.
Offering and Other Costs
Offering costs are recorded in “Total Stockholders’ Equity” in the Consolidated Balance Sheets as a reduction of additional paid-in capital.
Deferred Costs
Financing costs related to the issuance of the Company’s secured long-term debt are deferred and amortized as an increase to interest expense over the term of the related debt instrument using the effective-interest method and are reported as a reduction of the related debt balance on the Consolidated Balance Sheets. Deferred financing costs related to the Company’s credit facility (the “2019 Credit Facility”), established under a credit agreement dated as of September 27, 2019, as amended (the “2019 Credit Agreement”), are deferred and amortized as an increase to interest expense over the term of the 2019 Credit Facility and are included in “Prepaid expenses and other assets, net” on the Consolidated Balance Sheets.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period’s presentation.
7
Cash and Escrows and Reserves
Cash includes unrestricted cash with a maturity of three months or less. Escrows and reserves consist of restricted cash. The following table provides a reconciliation of cash and escrows and reserves reported within the Consolidated Balance Sheets and Consolidated Statements of Cash Flows:
| As of | |||||||||||
| June 30, 2021 | December 31, 2020 | ||||||||||
| (in thousands) | |||||||||||
Cash | $ | 4,936 | $ | 2,212 | |||||||
Escrows and reserves: | |||||||||||
Maintenance reserve | 742 | 696 | |||||||||
Real estate tax reserve | 399 | 304 | |||||||||
ESPP reserve | 74 | 59 | |||||||||
Cash and escrows and reserves | $ | 6,151 | $ | 3,271 | |||||||
Revenue Recognition
The Company has operating lease agreements with tenants, some of which contain provisions for future rental increases. Rental income is recognized on a straight-line basis over the term of the lease. In addition, certain lease agreements provide for reimbursements from tenants for real estate taxes and other recoverable costs, which are recorded on an accrual basis as part of “Rental income” in the Consolidated Statement of Operations.
Fee and other income primarily consists of property management fees. These fees arise from contractual agreements with entities that are affiliated with the Company’s chief executive officer (the “CEO”). Management fee income is recognized as earned under the respective agreements.
Revenue from direct financing leases is recognized over the lease term using the effective interest rate method. At lease inception, the Company records an asset within investments in the Consolidated Balance Sheets, which represents the Company’s net investment in the direct financing lease. This initial net investment is determined by aggregating the total future minimum lease payments attributable to the direct financing lease and the estimated residual value of the property, if any, less unearned income. Over the lease term, the investment in the direct financing lease is reduced and income is recognized as revenue in “Fee and other income” in the Consolidated Statements of Operations and produces a constant periodic rate of return on the investment in direct financing lease, net.
Fair Value of Financial Instruments
The following disclosure of estimated fair value was determined by management using available market information and appropriate valuation methodologies. However, considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the assets and liabilities as of June 30, 2021 and December 31, 2020. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Cash, escrows and reserves, receivables, prepaid expenses, accounts payable and accrued expenses are carried at amounts which reasonably approximate their fair values as of June 30, 2021 and December 31, 2020 due to their short maturities.
As of June 30, 2021 and December 31, 2020, the Company had an investment in a direct financing lease with a carrying value of $0.5 million and $0.5 million, respectively, and an effective interest rate of 7.89% and 7.89%, respectively. The carrying value of the investment in a direct financing lease approximated the fair market value as of June 30, 2021 and December 31, 2020. The fair value of the Company’s direct financing lease was categorized as a Level 3 basis (as provided by ASC 820, Fair Value Measurements and Disclosures).
The fair value of the Company’s borrowings under its 2019 Credit Facility approximates carrying value. The fair value of the Company’s secured borrowings aggregated approximately $33.3 million and $47.1 million as compared to the principal balance of $33.2 million and $47.0 million as of June 30, 2021 and December 31, 2020, respectively. The fair value of the
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Company’s debt was categorized as a Level 3 basis (as provided by ASC 820, Fair Value Measurements and Disclosures). The fair value of these financial instruments was determined by using a discounted cash flow analysis based on the borrowing rates currently available to the Company for loans with similar terms and maturities. The fair value of the mortgage debt was determined by discounting the future contractual interest and principal payments by a market rate.
Disclosure about fair value of assets and liabilities is based on pertinent information available to management as of June 30, 2021 and December 31, 2020. Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since June 30, 2021 and current estimates of fair value may differ significantly from the amounts presented herein.
Impairment
The carrying value of real estate investments and related intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the asset’s carrying amount over its estimated fair value. Impairment analyses will be based on current plans, intended holding periods and available market information at the time the analyses are prepared. If estimates of the projected future cash flows, anticipated holding periods or market conditions change, the evaluation of impairment losses may be different and such differences may be material. The evaluation of anticipated cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. No impairments were recorded during the three and six months ended June 30, 2021 and 2020.
Concentration of Credit Risks
As of June 30, 2021, the Company’s properties were leased primarily to a single tenant, the USPS. For the six months ended June 30, 2021, 18.9% of the Company’s total rental income, or $17.5 million, was concentrated in Pennsylvania. For the six months ended June 30, 2020, no state had a concentration of rental income over 10% as a percentage of total rental income. The ability of the USPS to honor the terms of their leases is dependent upon regulatory, economic, environmental or competitive conditions in any of these areas and could have an effect on the Company’s overall business results.
The Company has deposited cash and maintains its bank deposits with large financial institutions in amounts that exceed federally insured limits. The Company has not experienced any losses in such accounts.
Equity Based Compensation
The Company accounts for equity-based compensation in accordance with ASC Topic 718 Compensation – Stock Compensation, which requires the Company to recognize an expense for the grant date fair value of equity-based awards. Equity-classified stock awards granted to employees and non-employees that have a service condition and/or a market condition are measured at fair value at date of grant and remeasured at fair value only upon a modification of the award. The Company will record forfeitures as they occur.
The Company recognizes compensation expense on a straight-line basis over the requisite service period of each award, with the amount of compensation expense recognized at the end of a reporting period at least equal the portion of fair value of the respective award at grant date or modification date, as applicable, that has vested through that date. For awards with a market condition, compensation cost is not reversed if a market condition is not met so long as the requisite service has been rendered, as a market condition does not represent a vesting condition.
See Note 10. Stockholder’s Equity for further details.
Insurance Accounting
The Company carries liability insurance to mitigate its exposure to certain losses, including those relating to property damage and business interruption. The Company records the estimated amount of expected insurance proceeds for property damage and other losses incurred as an asset (typically a receivable from the insurer) and income up to the amount of the losses incurred when the amount is determinable and approved by insurance company. Any amount of insurance recovery in excess of the amount of the losses incurred is considered a gain contingency and is not recorded in fee and other income until the amount
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is determinable and approved by insurance company. Insurance recoveries for business interruption for lost revenue or profit are accounted for as gain contingencies in their entirety, and therefore are not recorded in income until the amount is determinable and approved by insurance company.
Earnings per Share
The Company calculates net income (loss) per share based upon the weighted average shares outstanding less issued and outstanding non-vested shares of Class A common stock for the period beginning May 17, 2019. Diluted earnings per share is calculated after giving effect to all potential dilutive shares outstanding during the period. There were 3,497,577 and 2,855,102 potential shares outstanding related to OP Units and long term incentive units of the Operating Partnership (each, an “LTIP Unit” and collectively, the “LTIP Units”), which are redeemable for cash, or at the Company’s option, shares of Class A common stock on a one-for-one basis, held by non-controlling interests as of June 30, 2021 and 2020, respectively. These OP Units and LTIP Units would not be dilutive and were not included in the diluted earnings per share for all periods presented.
Recently Adopted Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-2, Leases; in July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases, and ASU 2018-11, Leases — Targeted Improvements; and in December 2018, the FASB issued ASU 2018-20, Narrow-Scope Improvements for Lessors. This group of ASUs is collectively referred to as Topic 842. Topic 842 supersedes the existing standards for lease accounting (Topic 840, Leases). Topic 842 was effective for the Company on January 1, 2021 as a result of its classification as an EGC.
The Company elected to utilize the following practical expedients provided by Topic 842, including: the package of practical expedients that allows an entity not to reassess upon adoption (i) whether an expired or existing contract contains a lease, (ii) whether a lease classification related to expired or existing lease arrangements, and (iii) whether costs incurred on expired or existing leases qualify as initial direct costs, and as a lessor, the practical expedient not to separate certain non-lease components, such as common area maintenance, from the lease component if the timing and pattern of transfer are the same for the non-lease component and associated lease component, and the lease component would be classified as an operating lease if accounted for separately.
Topic 842 requires lessees to record most leases on their balance sheet through a right-of-use (“ROU”) model, in which a lessee records a ROU asset and a lease liability on their balance sheet. Leases that are less than 12 months do not need to be accounted for under the ROU model. Lessees will account for leases as financing or operating leases, with the classification affecting the timing and pattern of expense recognition in the income statement. Lease expense will be recognized based on the effective interest method for leases accounted for as finance leases and on a straight-line basis over the term of the lease for leases accounted for as operating leases.
The accounting by a lessor under Topic 842 is largely unchanged from that of Topic 840. Under Topic 842, lessors will continue to account for leases as a sales-type, direct-financing, or operating. A lease will be treated as a sale if it is considered to transfer control of the underlying asset to the lessee. A lease will be classified as direct-financing if risks and rewards are conveyed without the transfer of control. Otherwise, the lease is treated as an operating lease. Topic 842 requires accounting for a transaction as a financing in a sale leaseback in certain circumstances, including when the seller-lessee is provided an option to purchase the property from the landlord at the tenant’s option. The Company expects that this provision could change the accounting for these types of leases in the future. Topic 842 also requires the Company to assess the probability of collecting substantially all of its rental revenue and make direct adjustments to rental revenue for operating lease receivables that are not believed to be collectible. Topic 842 also includes the concept of separating lease and non-lease components. Under Topic 842, non-lease components, such as common area maintenance, would be accounted for under Topic 606 and separated from the lease payments. However, the Company elected the lessor practical expedient allowing the Company to not separate these components when certain conditions are met. With this election, the Company combined tenant reimbursements with rental income on its Consolidated Statements of Operations for the period beginning with the three months ended March 31, 2021. Upon adoption of the standard, the Company’s comparative statement of operations have been reclassified to conform to the new single component presentation of rental revenues and tenant reimbursements, classified within rental income in the Company’s consolidated statements of operations.
During the six months ended June 30, 2021, the Company recorded a right of use asset and a related operating lease liability, each totaling approximately $1.2 million, related to one office lease and three ground leases. The right of use lease
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asset is included in “Prepaid expenses and other assets, net” and the operating lease liability is included in “Accounts payable, accrued expenses and other” on the Consolidated Balance Sheets.
Future Application of Accounting Standards
In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and in November 2018 issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. The Company will also be required to disclose information about how it developed the allowances, including changes in the factors that influenced the Company’s estimate of expected credit losses and the reasons for those changes. ASU No. 2018-19 excludes operating lease receivables from the scope of this guidance. This guidance will be effective for the Company on January 1, 2023, as a result of its classification as an EGC. The Company is currently in the process of evaluating the impact the adoption of the guidance will have on its consolidated financial statements.
Note 3. Real Estate Acquisitions
The following tables summarizes the Company’s acquisitions for the six months ended June 30, 2021. The purchase prices including transaction costs were allocated to the separately identifiable tangible and intangible assets and liabilities based on their relative fair values at the date of acquisition. The total purchase price including transaction costs was allocated as follows (in thousands):
| Six Months Ended | Number of Properties | Land | Building and Improvements | Tenant Improvements | In-place lease intangibles | Above- market leases | Below- market leases | Other (1) | Total (2) | |||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2021 | (3) | 54 | $ | 3,493 | $ | 19,793 | $ | 428 | $ | 2,201 | $ | 51 | $ | (474) | $ | 723 | $ | 26,215 | ||||||||||||||||||||||||||||||||||||||
| June 30, 2021 | (4) | 71 | $ | 5,364 | $ | 23,550 | $ | 268 | $ | 2,207 | $ | 28 | $ | (156) | $ | (5) | $ | 31,256 | ||||||||||||||||||||||||||||||||||||||
| Total | 125 | $ | 8,857 | $ | 43,343 | $ | 696 | $ | 4,408 | $ | 79 | $ | (630) | $ | 718 | $ | 57,471 | |||||||||||||||||||||||||||||||||||||||
Explanatory Notes:
(1)Represents an insurance receivable related to a property in a small portfolio that was destroyed by arson prior to acquisition by the Company during the three months ended March 31, 2021. The Company is in the process of rebuilding such property which remains under lease to the USPS using the insurance proceeds assigned by the seller to the Company. The insurance proceeds were received in April 2021. Also includes an intangible liability related to an unfavorable operating lease on a property during the three months ended June 30, 2021 that is included in “Accounts payable, accrued expenses and other” on the Company’s Consolidated Balance Sheets.
(2)Includes acquisition costs of $0.5 million for the three months ended March 31, 2021 and $0.9 million for the three months ended June 30, 2021.
(3)Includes the acquisition of 54 postal properties in various states in individual or portfolio transactions for approximately $26.2 million, including closing costs, which was funded with borrowings under the 2019 Credit Facility.
(4)Includes the acquisition of 71 postal properties in various states in individual or portfolio transactions for a price of approximately $31.3 million, including closing costs, which was funded with both the issuance of OP Units to the sellers as non-cash consideration (valued at approximately $9.0 million using the share price of Class A common stock on the date of each issuance of such OP Units) and borrowings under the 2019 Credit Facility.
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Note 4. Intangible Assets and Liabilities
The following table summarizes the Company’s intangible assets and liabilities as a result of the application of acquisition accounting:
| As of | Gross Asset (Liability) | Accumulated (Amortization) /Accretion | Net Carrying Amount | |||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| June 30, 2021: | ||||||||||||||||||||
In-place lease intangibles | $ | 28,601 | $ | (14,023) | $ | 14,578 | ||||||||||||||
Above-market leases | 164 | (48) | 116 | |||||||||||||||||
Below-market leases | (12,702) | 4,123 | (8,579) | |||||||||||||||||
| December 31, 2020: | ||||||||||||||||||||
In-place lease intangibles | $ | 24,165 | $ | (11,143) | $ | 13,022 | ||||||||||||||
Above-market leases | 85 | (35) | 50 | |||||||||||||||||
Below-market leases | (12,076) | 3,350 | (8,726) | |||||||||||||||||
Amortization of in-place lease intangibles was $1.5 million and $2.9 million for the three and six months ended June 30, 2021, respectively, and $1.1 million and $2.2 million for the three and six months ended June 30, 2020, respectively. This amortization is included in “Depreciation and amortization” in the Consolidated Statements of Operations.
Amortization of acquired above market leases was $0.01 million for each of the three and six months ended June 30, 2021 and $3,576 and $6,682 for the three and six months ended June 30, 2020, respectively, and is included in “Rental income” in the Consolidated Statements of Operations. Amortization of acquired below market leases was $0.4 million and $0.8 million for the three and six months ended June 30, 2021, respectively, and $0.3 million and $0.6 million for the three and six months ended June 30, 2020, respectively, and is included in “Rental income” in the Consolidated Statements of Operations.
Future amortization/accretion of these intangibles is below (in thousands):
| Year Ending December 31, | In-place lease intangibles | Above-market leases | Below-market leases | |||||||||||||||||
| 2021-Remaining | $ | 3,110 | $ | 16 | $ | (822) | ||||||||||||||
| 2022 | 4,288 | 30 | (1,372) | |||||||||||||||||
| 2023 | 2,976 | 28 | (1,186) | |||||||||||||||||
| 2024 | 2,091 | 25 | (1,004) | |||||||||||||||||
| 2025 | 1,230 | 17 | (830) | |||||||||||||||||
Thereafter | 883 | — | (3,365) | |||||||||||||||||
Total | $ | 14,578 | $ | 116 | $ | (8,579) | ||||||||||||||
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Note 5. Debt
The following table summarizes the Company’s indebtedness as of June 30, 2021 and December 31, 2020 (dollars in thousands):
| Outstanding Balance as of June 30, 2021 | Outstanding Balance as of December 31, 2020 | Interest Rate at June 30, 2021 | Maturity Date | ||||||||||||||||||||
2019 Credit Facility(1) | $ | 82,500 | $ | 78,000 | LIBOR+170 bps(2) | September 2023 | |||||||||||||||||
Vision Bank(3) | 1,425 | 1,459 | 4.00 | % | September 2036 | ||||||||||||||||||
First Oklahoma Bank(4) | 357 | 364 | 4.50 | % | December 2037 | ||||||||||||||||||
Vision Bank – 2018(5) | 852 | 869 | 5.00 | % | January 2038 | ||||||||||||||||||
Seller Financing(6) | 366 | 445 | 6.00 | % | January 2025 | ||||||||||||||||||
First Oklahoma Bank – April 2020(7) | — | 4,522 | 4.25 | % | April 2040 | ||||||||||||||||||
First Oklahoma Bank – June 2020(8) | — | 9,152 | 4.25 | % | June 2040 | ||||||||||||||||||
AIG – December 2020(9) | 30,225 | 30,225 | 2.80 | % | January 2031 | ||||||||||||||||||
Total Principal | 115,725 | 125,036 | |||||||||||||||||||||
Unamortized deferred financing costs | (194) | (407) | |||||||||||||||||||||
Total Debt | $ | 115,531 | $ | 124,629 | |||||||||||||||||||
Explanatory Notes:
(1)On September 27, 2019, the Company entered into the 2019 Credit Agreement, which provided for revolving commitments in an aggregate principal amount of $100.0 million with an accordion feature (the "Accordion Feature”) that permits the Company to borrow up to an additional $100.0 million for an aggregate total of $200.0 million, subject to customary terms and conditions, and a maturity date of September 27, 2023. On January 30, 2020, the Company amended the 2019 Credit Agreement in order to exercise a portion of the Accordion Feature to increase the maximum amount available under the 2019 Credit Facility to $150.0 million, subject to the borrowing base properties identified therein remaining unencumbered and subject to an enforceable lease. On June 25, 2020, the Company further amended the 2019 Credit Agreement to revise, among other items, certain definitions and borrowing base calculations to increase available capacity, as well as the restrictive covenant pertaining to consolidated tangible net worth. On November 24, 2020, the Company further amended the 2019 Credit Agreement to revise, among other items, certain definitions and borrowing base calculations to allow leases other than the USPS as a real property subject to certain to certain limitations.
On August 9, 2021, the Company entered into a $150.0 million senior unsecured revolving credit facility and a $50.0 million senior unsecured term loan facility (together, the “2021 Credit Facilities”). In connection with entering into the 2021 Credit Facilities, the Company terminated the 2019 Credit Facility and paid off the outstanding loans thereunder. See Note 12 – “Subsequent Events” for a description of the material terms of the 2021 Credit Facilities.
The interest rates applicable to loans under the 2019 Credit Facility were, at the Company’s option, equal to either a base rate plus a margin ranging from 0.7% to 1.4% per annum or LIBOR plus a margin ranging from 1.7% to 2.4% per annum, each based on a consolidated leverage ratio. In addition, the Company paid, for the period through and including the three months ended March 31, 2020, an unused facility fee on the revolving commitments under the 2019 Credit Facility of 0.75% per annum for the first $100.0 million and 0.25% per annum for the portion of revolving commitments exceeding $100.0 million, and, for the periods thereafter, an unused facility fee of 0.25% per annum for the aggregate unused revolving commitments, with both periods utilizing calculations of daily unused commitments under the 2019 Credit Facility.
During the three and six months ended June 30, 2021, the Company incurred $0.05 million and $0.1 million, respectively, of unused facility fees related to the 2019 Credit Facility. During the three and six months ended June 30, 2020, the Company incurred $0.1 million and $0.2 million, respectively, of unused facility fees related to the 2019 Credit Facility. As of June 30, 2021, the Company was in compliance with all of the 2019 Credit Facility’s debt covenants.
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(2)As of June 30, 2021, the one-month LIBOR rate was 0.10%.
(3)Five properties are collateralized under this loan with Mr. Spodek as the guarantor. On September 8, 2021 and every five years thereafter, the interest rate will reset at a variable annual rate of Wall Street Journal Prime Rate (“Prime”) + 0.5%.
(4)The loan is collateralized by first mortgage liens on four properties and a personal guarantee of payment by Mr. Spodek. Interest rate resets on December 31, 2022 to Prime + 0.25%.
(5)The loan is collateralized by first mortgage liens on one property and a personal guarantee of payment by Mr. Spodek. Interest rate resets on January 31, 2023 to Prime + 0.5%.
(6)In connection with the acquisition of a property, the Company obtained seller financing secured by the property in the amount of $0.4 million requiring five annual payments of principal and interest of $105,661 with the first installment due on January 2, 2021 based on a 6.0% interest rate per annum through January 2, 2025.
(7)In connection with the purchase of a 13-property portfolio, the Company obtained $4.5 million of mortgage financing, at a fixed interest rate of 4.25% with interest only for the first 18 months, which resets in November 2026 to the greater of Prime or 4.25%. On February 3, 2021, the Company fully repaid this mortgage financing and wrote off $0.06 million of deferred financing to costs to loss on early extinguishment of debt for the three and six months ended June 30, 2021. See the Consolidated Statements of Operations.
(8)The loan is collateralized by first mortgage liens on 22 properties. Interest rates resets in January 2027 to the greater of Prime or 4.25%. On February 3, 2021, the Company fully repaid this mortgage financing and wrote off $0.15 million of deferred financing to costs to loss on early extinguishment of debt for the three and six months ended June 30, 2021. See the Consolidated Statements of Operations.
(9)The loan is secured by a cross-collateralized and cross-defaulted first mortgage lien on an industrial property located in Warrendale, PA (the “Industrial Facility”). The loan has a fixed interest rate of 2.80% with interest-only payments for the first five years and fixed payments of principal and interest thereafter based on a 30-year amortization schedule.
The weighted average maturity date for the Company’s secured borrowing as of June 30, 2021 and December 31, 2020 was 4.5 years and 6.6 years, respectively.
The scheduled principal repayments of indebtedness as of June 30, 2021 are as follows (in thousands):
| Year Ending December 31, | Amount | |||||||
| 2021 - Remaining | $ | 59 | ||||||
| 2022 | 205 | |||||||
| 2023 | 82,718 | |||||||
| 2024 | 229 | |||||||
| 2025 | 241 | |||||||
Thereafter | 32,273 | |||||||
Total | $ | 115,725 | ||||||
Note 6. Leases
Lessor Accounting
As of June 30, 2021, all of the Company’s properties are 100% leased to the USPS with the exception of the multi-tenant Industrial Facility. Certain leases have expired and the balance expire at various dates through November 30, 2029. Certain leases contain renewal and termination options exercisable at the lessee’s election. Therefore, such options are only recognized once they are deemed reasonably certain, typically at the time the option is exercised. All of the Company’s leases
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are operating leases with the exception of one that is a direct financing lease. The Company’s operating leases and direct financing lease are described below.
Rental income related to the Company’s leases is recognized on a straight-line basis over the remaining lease term. The Company’s total revenue includes fixed base rental payments provided under the lease and variable payments which principally consist of tenant expense reimbursements for certain property operating expenses, including real estate taxes. The Company elected the practical expedient to account for its lease and non-lease components as a single combined operating lease component under the new leasing standard. As a result, rental income and tenant reimbursements were aggregated into a single line within rental revenues in the consolidated statement of operations.
The following table represents rental revenue that the Company recognized related to its operating leases (in thousands):
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
Fixed payments | $ | 7,823 | $ | 4,640 | $ | 15,168 | $ | 8,941 | |||||||||||||||
Variable payments | 1,154 | 653 | 2,296 | 1,254 | |||||||||||||||||||
| $ | 8,977 | $ | 5,293 | $ | 17,464 | $ | 10,195 | ||||||||||||||||
Future minimum lease payments to be received as of June 30, 2021 under non-cancellable operating leases for the next five years and thereafter are as follows:
| Year Ending December 31, | Amount (1) | |||||||
| (in thousands) | ||||||||
2021 - Remaining (2)(3) | $ | 15,210 | ||||||
| 2022 | 29,129 | |||||||
| 2023 | 26,675 | |||||||
| 2024 | 23,535 | |||||||
| 2025 | 17,547 | |||||||
Thereafter | 18,600 | |||||||
Total | $ | 130,696 | ||||||
Explanatory Notes:
(1)The above minimum lease payments to be received do not include reimbursements from tenants for real estate taxes and other reimbursed expenses.
(2)As of June 30, 2021, the leases at 18 of the Company’s properties were expired, and the USPS was occupying such properties as a holdover tenant. Holdover rent is typically paid as the greater of estimated market rent or the rent amount due under the expired lease.
(3)The Company has received notice on one property which the USPS intends to vacate at the end of August 2021.
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Direct Financing Lease
As of June 30, 2021 and December 31, 2020, the Company has one direct financing lease agreement related to one of its postal properties. The components of the Company’s net investment in financing lease as of June 30, 2021 and December 31, 2020 are summarized in the table below (in thousands):
As of June 30, 2021 | As of December 31, 2020 | ||||||||||
Total minimum lease payment receivable | $ | 987 | $ | 1,010 | |||||||
Less: unearned income | (475) | (495) | |||||||||
Investment in financing lease, net | $ | 512 | $ | 515 | |||||||
Future lease payments to be received under the Company’s direct financing lease as of June 30, 2021 for the next five years and thereafter are as follows:
| Year Ending December 31, | Amount | |||||||
| (in thousands) | ||||||||
| 2021 – Remaining | $ | 22 | ||||||
| 2022 | 46 | |||||||
| 2023 | 46 | |||||||
| 2024 | 46 | |||||||
| 2025 | 46 | |||||||
Thereafter | 781 | |||||||
Total | $ | 987 | ||||||
Lessee Accounting
As a lessee, the Company has ground and office leases which were classified as operating leases. On January 1, 2021 the Company adopted ASC 842 and recognized right-of-use assets of $1.2 million and lease liabilities of $1.2 million. The difference between the recorded right-of-use assets and lease liabilities is mainly due to the reclassification of the below market ground lease intangible asset which was included within the right-of-use assets recognized upon transition.
As of June 30, 2021, these leases had remaining terms, including renewal options, of 3 to 36 years and a weighted average remaining lease term of 20.3 years. Operating right-of-use assets and lease liabilities are included in “Prepaid expenses and other assets, net” and “Accounts payable, accrued expense and other” in the Consolidated Balance Sheets as follows (in thousands):
As of June 30, 2021 | |||||
| $ | 1,124 | ||||
| $ | 1,155 | ||||
Operating lease liabilities are measured at the commencement date based on the present value of future lease payments. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The Company used a weighted average discount rate of 4.25% based on the yield of its current borrowings in determining its lease liabilities.
Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.
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Operating lease expense for each of the three and six months ended June 30, 2021 and 2020 was $0.06 million and $0.1 million, respectively.
Future minimum lease payments to be paid by the Company as a lessee for operating leases as of June 30, 2021 for the next five years and thereafter are as follows (in thousands):
| 2021 — Remaining | $ | 112 | |||
| 2022 | 227 | ||||
| 2023 | 233 | ||||
| 2024 | 109 | ||||
| 2025 | 35 | ||||
Thereafter | 1,171 | ||||
Total future minimum lease payments | 1,887 | ||||
Interest discount | (732) | ||||
Total | $ | 1,155 | |||
Future minimum ground lease payments under ASC 840 as of December 31, 2020 were as follows ( in thousands):
| Year Ending December 31, | Amount | |||||||
| 2021 | $ | 24 | ||||||
| 2022 | 24 | |||||||
| 2023 | 24 | |||||||
| 2024 | 24 | |||||||
| 2025 | 26 | |||||||
| Thereafter | 1,155 | |||||||
| Total | $ | 1,277 | ||||||
Future minimum office lease payments under ASC 840 as of December 31, 2020 were as follows ( in thousands):
| Year Ending December 31, | Amount | |||||||
| 2021 | $ | 189 | ||||||
| 2022 | 195 | |||||||
| 2023 | 200 | |||||||
| 2024 | 76 | |||||||
| Total | $ | 660 | ||||||
Impact of COVID-19
On March 11, 2020, the World Health Organization declared the outbreak of a coronavirus (COVID-19) pandemic which has been ongoing. The resulting restrictions on travel and quarantines imposed have had a negative impact on the U.S. economy and business activity globally, the full impact of which is not yet known and may result in an adverse impact to the Company’s tenant and operating results. For the six months ended June 30, 2021, the Company received 100% of its rents and the Company believes there was no material impact caused by COVID-19 on the Company.
Note 7. Income Taxes
TRS
In connection with the IPO, the Company and PRM jointly elected to treat PRM as a TRS. PRM performs management services, including for properties the Company does not own. PRM generates income, resulting in federal and state corporate income tax liability for PRM. For the three and six months ended June 30, 2021, income tax expense related to
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PRM was $0.03 million and $0.04 million, respectively. For the three and six months ended June 30, 2020, income tax expense related to PRM was $0.02 million and $0.03 million, respectively.
Other
In connection with the IPO, the indirect sole shareholder of UPH agreed to reimburse the Company for unrecognized tax benefits primarily related to the utilization of certain loss carryforwards at UPH. The Company recorded an indemnification asset in the same amount as the unrecognized tax benefits. The indirect sole shareholder of UPH will be responsible for all tax related matters related to UPH.
As of June 30, 2021 and December 31, 2020, the Company had unrecognized tax benefits of $0.5 million and $0.4 million, respectively, which is inclusive of interest and penalties and a corresponding indemnification asset which is recorded in prepaid expenses and other assets on the Consolidated Balance Sheets.
On March 27, 2020, the President signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act was enacted to provide economic relief to companies and individuals in response to the COVID-19 pandemic. Included in the CARES Act are tax provisions which increase allowable interest expense deductions for 2019 and 2020 and increase the ability for taxpayers to use net operating losses. While the Company does not expect these provisions to have a material impact on the Company’s taxable income or tax liabilities, the Company will continue to analyze the provisions of the CARES Act and related guidance as it is published.
Note 8. Related Party Transactions
Management Fee Income
PRM recognized management fee income of $0.4 million and $0.7 million for the three and six months ended June 30, 2021, respectively, and $0.2 million and $0.5 million for the three and six months ended June 30, 2020, respectively, from various properties which were affiliated with the Company's CEO. These amounts are included in “Fee and other income” in the Consolidated Statements of Operations. Accrued management fees receivable was $0.4 million and $0.3 million as of June 30, 2021 and December 31, 2020, respectively, are included in “Rents and other receivables” in the Consolidated Balance Sheets.
Related Party Lease
On October 1, 2018, the Predecessor entered into a lease for office space in Cedarhurst, New York with an entity affiliated with the Predecessor (the “Office Lease”). Pursuant to the Office Lease, the monthly rent was $15,000 subject to escalations. The term of the Office Lease was five years commencing on October 1, 2018 (with rent commencing on January 1, 2019) and was set to expire on September 30, 2023. In connection with the IPO, the Office Lease was terminated. On May 17, 2019, the Company entered into a new lease for office space in Cedarhurst, New York with an entity affiliated with the Company’s CEO (the “New Lease”). Pursuant to the New Lease, the monthly rent is $15,000 subject to escalations. The term of the New Lease is five years commencing on May 17, 2019 and will expire on May 16, 2024. Rental expenses associated with the office lease for the three and six months ended June 30, 2021 was $0.05 million and $0.1 million, respectively, and for the three and six months ended June 30, 2020 was $0.05 million and $0.1 million, respectively, and was recorded in “General and administrative expenses” in the Consolidated Statements of Operations. The Company determined this lease was an operating lease. For further detail see Note 6 – Leases.
Transfer of Real Property
On May 28, 2020, the Company completed the separation of deed and transfer of the real property attributable to a de minimis non-postal tenant that shares space in a building leased to the USPS. At the time of the IPO a property located in Milwaukee, WI, a portion of which is leased to the USPS, was contributed to the Company. It was intended that the non-postal portion of the property would revert back to an entity affiliated with Mr. Spodek once a separation of the deed was completed. The portion of the property leased to the USPS remains owned by a wholly owned subsidiary of the Operating Partnership. The independent members of the Company’s Board of Directors ratified the no consideration transfer.
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Guarantees
Mr. Spodek, the Company’s CEO, has personally guaranteed the Company’s loans with First Oklahoma Bank that were obtained prior to 2020 and Vision Bank, totaling $2.6 million and $2.7 million as of June 30, 2021 and December 31, 2020, respectively. As a guarantor, Mr. Spodek’s interests with respect to the debt he is guaranteeing (and the terms of any repayment or default) may not align with the Company’s interests and could result in a conflict of interest.
Note 9. Earnings Per Share
Earnings per share (“EPS”) is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares outstanding for the period.
The following table presents a reconciliation of income (loss) from operations used in the basic and diluted EPS calculations (dollars in thousands, except share and per share data).
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Numerator for earnings per share – basic and diluted: | |||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 671 | $ | (151) | $ | 772 | $ | (829) | |||||||||||||||
| Less: Income attributable to participating securities | (179) | (89) | (324) | (161) | |||||||||||||||||||
| Numerator for earnings per share — basic and diluted | $ | 492 | $ | (240) | $ | 448 | $ | (990) | |||||||||||||||
Denominator for earnings per share – basic and diluted (1) | 13,081,018 | 5,205,153 | 12,766,791 | 5,189,900 | |||||||||||||||||||
| Basic and diluted earnings per share | $ | 0.04 | $ | (0.05) | $ | 0.04 | $ | (0.19) | |||||||||||||||
Explanatory Notes:
(1) OP Units and LTIP Units would not be dilutive and were not included in the computation of diluted earnings per share for all periods presented.
Note 10. Stockholder’s Equity
On January 11, 2021, the Company priced a public offering of 3.25 million shares of its Class A common stock (the “January Follow-on Offering”) at $15.25 per share. On January 11, 2021, the underwriters purchased the full allotment of 487,500 shares pursuant to a 30-day option at $15.25 per share (the “January Additional Shares”). The January Follow-on Offering, including the January Additional Shares, closed on January 14, 2021 resulting in $57.0 million in gross proceeds, and approximately $53.9 million in net proceeds after deducting approximately $3.1 million in underwriting discounts and before giving effect to $0.6 million in other expenses relating to the January Follow-on Offering.
ATM Program
On December 14, 2020, the Company entered into separate open market sale agreements for its at-the-market offering program (the "ATM Program") with each of Jefferies LLC, Stifel, Nicolaus & Company, Incorporated, BMO Capital Markets Corp., Janney Montgomery Scott LLC and D.A. Davidson & Co. (“D.A. Davidson”), pursuant to which the Company may offer and sell, from time to time, shares of the Company’s Class A common stock having an aggregate sales price of up to $50.0 million. On May 14, 2021, the Company delivered to D.A. Davidson a notice of termination of the open market sale agreement with D.A. Davidson, which termination became effective May 14, 2021.
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The following table summarizes the activity under the ATM Program for the period presented (dollars in thousands, except per share amounts). There was no activity under the ATM Program for the three months ended March 31, 2021. As of June 30, 2021, the Company had approximately $43.6 million remaining that may be issued under the ATM Program.
| Three Months Ended June 30, 2021 | |||||
| Shares issued | 319,702 | ||||
| Gross proceeds | $ | 6,400 | |||
| Fees and issuance costs | 347 | ||||
| Net proceeds | $ | 6,053 | |||
| Average gross sales price per share | $ | 20.02 | |||
Dividends
During the three and six months ended June 30, 2021, the Board of Directors approved and the Company declared and paid dividends of $3.6 million and $7.2 million, respectively, to Class A common stockholders, Voting Equivalency stockholders, OP unitholders and LTIP unitholders, or $0.22 per share and $0.4375 per share, respectively, as shown in the table below.
| Declaration Date | Record Date | Date Paid | Amount Per Share | |||||||||||||||||
| January 29, 2021 | February 12, 2021 | February 26, 2021 | $ | 0.2175 | ||||||||||||||||
| April 30, 2021 | May 14, 2021 | May 28, 2021 | $ | 0.2200 | ||||||||||||||||
Non-controlling Interests
Non-controlling interests in the Company represent OP Units held by the Predecessor’s prior investors and certain sellers of properties to the Company and LTIP Units primarily issued to the Company’s CEO and the Board of Directors in connection with the IPO and/or in lieu of their cash compensation. During the six months ended June 30, 2021, the Company issued 137,259 LTIP Units in February 2021 to the Company’s CEO for his 2020 incentive bonus, his election to defer 100% of his 2021 annual salary and for long term incentive compensation and issued 28,997 LTIP Units in June 2021 to the Board of Directors for their annual retainers as compensation for their services as directors.
As of June 30, 2021 and December 31, 2020, non-controlling interests consisted of 3,122,312 OP Units and 375,265 LTIP Units and 2,640,795 OP Units and 209,009 LTIP Units, respectively. This represented approximately 20.3% and 23.1% of the outstanding Operating Partnership units as of June 30, 2021 and December 31, 2020, respectively. Operating Partnership units and shares of common stock generally have the same economic characteristics, as they share equally in the total net income or loss distributions of the Operating Partnership. Beginning on or after the date which is 12 months after the later of (i) the completion of the IPO or (ii) the date on which a person first became a holder of common units, each limited partner and assignees of limited partners will have the right, subject to the terms and conditions set forth in the partnership agreement to require the Operating Partnership to redeem all or a portion of the OP Units held by such limited partner or assignee in exchange for cash, or at the Company’s sole discretion, in shares of the Class A common stock, on a one-for-one basis determined in accordance with and subject to adjustment under the partnership agreement.
The Operating Partnership unitholders are entitled to share in cash distributions from the Operating Partnership in proportion to their percentage ownership of OP Units.
Restricted Stock and Other Awards
Pursuant to the Company’s 2019 Equity Incentive Plan (the “Plan”), the Company may grant equity incentive awards to its directors, officers, employees and consultants. The maximum number of shares of Class A common stock that were authorized for issuance under the Plan were 541,584. On April 27, 2020, the Board of Directors amended the Plan to increase the total number of shares of Class A common stock that may be issued under the Plan from 541,584 shares to 1,291,584 shares. The stockholders approved such amendment on June 26, 2020. On April 27, 2021, the Board of Directors further amended the Plan to provide for an automatic increase annually in the number of shares of Class A common stock available for
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issuance under the Plan (the “Plan Pool”), allowing the Plan Pool to equal to 10% of the Company’s fully diluted shares (including securities convertible into shares of the Class A common stock) outstanding on the last day of the immediately preceding fiscal year. The stockholders approved such amendment on June 18, 2021. As of June 30, 2021, the remaining shares available under the Plan for future issuance was 506,346. The Plan provides for grants of stock options, stock awards, stock appreciation rights, performance units, incentive awards, other equity-based awards (including LTIP Units) and dividend equivalents in connection with the grant of performance units and other equity-based awards.
The following table presents a summary of restricted stock, LTIP Units and RSUs. The balance as of June 30, 2021 represents unvested shares of restricted stock and LTIP Units and RSUs that are outstanding, whether vested or not:
Restricted Shares (1)(2) | LTIP Units (3) | Restricted Stock Units (“RSUs”) (4) | Total Shares | Weighted Average Grant Date Fair Value | |||||||||||||||||||||||||
Outstanding, as of January 1, 2021 | 218,613 | 209,008 | 62,096 | 489,717 | $ | 15.33 | |||||||||||||||||||||||
Granted | 156,754 | 166,256 | 76,828 | 399,838 | $ | 15.19 | |||||||||||||||||||||||
Vesting of restricted shares (5) | (68,589) | — | — | (68,589) | $ | 16.59 | |||||||||||||||||||||||
Forfeited | (700) | — | — | (700) | $ | 16.60 | |||||||||||||||||||||||
| Outstanding, as of June 30, 2021 | 306,078 | 375,264 | 138,924 | 820,266 | $ | 15.70 | |||||||||||||||||||||||
Explanatory Notes:
(1)Represents restricted shares awards included in Class A common stock.
(2)The time-based restricted share awards granted to the Company’s officers and employees typically vest in three annual installments or cliff vest at the end of eight years. The time-based restricted share awards granted to the Company’s directors vest over three years.
(3)Includes 346,268 LTIP Units to the Company’s CEO that vest over eight years and 28,997 LTIP Units to the Company's independent directors that vest over three years or cliff vest at the end of three years.
(4)During the six months ended June 30, 2021, 46,714 RSUs was granted to certain officers and employees of the Company subject to the achievement of a service condition and a market condition. Such RSUs are market-based awards and are subject to the achievement of hurdles relating to the Company’s absolute total stockholder return and continued employment with the Company over the approximately three-year period from the grant date through December 31, 2023. The number of market-based RSUs is based on the number of shares issuable upon achievement of the market-based metric at target. Also, includes 26,997 time-based RSUs issued for 2020 incentive bonuses to certain employees that vested fully on February 11, 2021, the date of grant, and 3,117 time-based RSUs granted to an employee for their election to defer a portion of their 2021 salary that will vest on December 31, 2021. RSUs reflect the right to receive shares of Class A common stock, subject to the applicable vesting criteria.
(5)Includes 34,566 of restricted shares that vested and 12,197 shares of restricted shares that were withheld to satisfy minimum statutory withholding requirements.
During the three months ended June 30, 2021 and 2020, the Company recognized compensation expense of $0.8 million and $0.5 million, respectively, related to all awards. During the six months ended June 30, 2021 and 2020, the Company recognized compensation expense of $1.9 million and $1.2 million, respectively, related to all awards.
As of June 30, 2021, there was $9.9 million of total unrecognized compensation cost related to unvested awards, which is expected to be recognized over a weighted average period of 4.8 years.
Employee Stock Purchase Plan
In connection with the IPO, the Company established the Postal Realty Trust, Inc. 2019 Qualified Employee Stock Purchase Plan (“ESPP”), which allows the Company’s employees to purchase shares of the Class A common stock at a
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discount. A total of 100,000 shares of Class A common stock was reserved for sale and authorized for issuance under the ESPP. The Code permits the Company to provide up to a 15% discount on the lesser of the fair market value of such shares of Class A common stock at the beginning of the offering period and the close of the offering period. As of June 30, 2021 and December 31, 2020, 11,176 and 7,189 shares have been issued under the ESPP since commencement, respectively. During each of the three months ended June 30, 2021 and 2020, the Company recognized compensation expense of $0.01 million. During the six months ended June 30, 2021 and 2020, the Company recognized compensation expense of $0.02 million and $0.01 million, respectively.
Note 11. Commitments and Contingencies
As of June 30, 2021, the Company was not involved in any litigation nor to its knowledge is any litigation threatened against the Predecessor or the Company, as applicable, that, in management’s opinion, would result in any material adverse effect on the Company’s financial position, or which is not covered by insurance.
In the ordinary course of the Company’s business, the Company enters into non-binding (except with regard to exclusivity and confidentiality) letters of intent indicating a willingness to negotiate for acquisitions. There can be no assurance that definitive contracts will be entered into with respect to any matter covered by letters of intent, that the Company will close the transactions contemplated by such contracts on time, or that the Company will consummate any transaction contemplated by any definitive contract.
Note 12. Subsequent Events
The Company has evaluated subsequent events through the date on which this Form 10-Q was filed, the date on which these financial statements were issued.
On July 26, 2021, the Company’s Board of Directors approved, and the Company declared a second quarter common stock dividend of $0.2225 per share which is payable on August 27, 2021 to stockholders of record as August 13, 2021.
On August 3, 2021, the Company amended its loan with the First Oklahoma Bank to reduce its interest rate to 3.625% fixed for five years then adjusting annually to Prime with a minimum annual rate of 3.625%.
On August 9, 2021, the Company terminated the 2019 Credit Facility and entered into the 2021 Credit Facilities, which include a $150.0 million senior unsecured revolving credit facility (the “Revolving Facility”) and a $50.0 million senior unsecured term loan facility (the “Term Loan”). The 2021 Credit Facilities include an accordion feature which will permit the Company to borrow up to an additional $150.0 million under the Revolving Facility and up to an additional $50.0 million under the Term Loan, in each case subject to customary terms and conditions. The Revolving Facility matures in January 2026, which may be extended for two six-month periods subject to customary conditions, and the Term Loan matures in January 2027. Borrowings under the 2021 Credit Facilities carry an interest rate of, (i) in the case of the Revolving Facility, either a base rate plus a margin ranging from 0.5% to 1.0% per annum or LIBOR plus a margin ranging from 1.5% to 2.0% per annum, or (ii) in the case of the Term Loan, either a base rate plus a margin ranging from 0.45% to 0.95% per annum or LIBOR plus a margin ranging from 1.45% to 1.95% per annum, in each case depending on the Company's consolidated leverage ratio. With respect to the Revolving Facility, the Company will pay, if the usage is equal to or less than 50%, an unused facility fee of 0.20% per annum, or if the usage is greater than 50%, an unused facility fee of 0.15% per annum, in each case on the average daily unused commitments under the Revolving Facility. The 2021 Credit Facilities contain a number of customary financial and non-financial covenants. As of August 11, 2021, management of the Company believed that the Company was in compliance with all of the financial and non-financial covenants contained in the 2021 Credit Facilities. In addition, on August 9, 2021, the Company entered into an interest rate swap that effectively fixed the LIBOR component of the interest rate on $50.0 million portion of the 2021 Credit Facilities through January 2027. The interest rate swap initially applied to the $50.0 million Term Loan, fixing the interest rate for the Term Loan at 2.291% as of the date of this report.
As of the date of this report, the Company had $92.5 million drawn on the 2021 Credit Facilities, with $50.0 million drawn on the Term Loan and $42.5 million drawn on the Revolving Facility.
As of August 11, 2021, the Company closed on the acquisitions of 37 postal properties for approximately $12.1 million, excluding closing costs, during the period subsequent to June 30, 2021, some of which include OP Units as part of the consideration.
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As of August 11, 2021, the Company had entered into definitive agreements to acquire 25 postal properties for approximately $7.4 million, some of which include OP Units as part of the consideration. The majority of these transactions are anticipated to close during the third and fourth quarters of 2021, subject to the satisfaction of customary closing conditions. However, the Company can provide no assurances that the properties will be consummated on the terms of timeframe described herein, or at all.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis is based on, and should be read in conjunction with, the unaudited Consolidated Financial Statements and the related notes thereto of Postal Realty Trust, Inc. contained in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2020.
As used in this section, unless the context otherwise requires, references to “we,” “our,” “us,” and “our company” refer to Postal Realty Trust, Inc., a Maryland corporation, together with our consolidated subsidiaries, including Postal Realty LP, a Delaware limited partnership, of which we are the sole general partner and which we refer to in this section as our Operating Partnership.
Prior to the closing of our initial public offering (our “IPO”) on May 17, 2019, Andrew Spodek, our chief executive officer and a member of our Board of Directors, directly or indirectly controlled 190 properties owned by the Predecessor that were contributed as part of the Formation Transactions (as defined below). Of these 190 properties, 140 were held indirectly by our Predecessor through a series of holding companies, which we refer to collectively as “UPH.” The remaining 50 properties were owned by Mr. Spodek through 12 limited liability companies and one limited partnership, which we refer to collectively as the “Spodek LLCs.” References to our “Predecessor” consist of UPH, the Spodek LLCs and Nationwide Postal Management, Inc., a property management company whose management business we acquired in the Formation Transactions, collectively.
Forward-Looking Statements
We make statements in this Quarterly Report that are forward-looking statements within the meaning of the federal securities laws. In particular, statements pertaining to our capital resources, property performance and results of operations contain forward-looking statements. Likewise, all of our statements regarding anticipated growth in our funds from operations and anticipated market conditions, demographics and results of operations are forward-looking statements. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
•change in the status of the United States Postal Service (“USPS”) as an independent agency of the executive branch of the U.S. federal government;
•change in the demand for postal services delivered by the USPS;
•the solvency and financial health of the USPS;
•defaults on, early terminations of or non-renewal of leases by the USPS;
•the competitive market in which we operate;
•changes in the availability of acquisition opportunities;
•our inability to successfully complete real estate acquisitions or dispositions on the terms and timing we expect, or at all;
•our failure to successfully operate developed and acquired properties;
•adverse economic or real estate developments, either nationally or in the markets in which our properties are located;
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•decreased rental rates or increased vacancy rates;
•change in our business, financing or investment strategy or the markets in which we operate;
•fluctuations in mortgage rates and increased operating costs;
•changes in the method pursuant to which reference rates are determined and the elimination of the London Interbank Offered Rate (“LIBOR”) after June 2023;
•general economic conditions;
•financial market fluctuations;
•our failure to generate sufficient cash flows to service our outstanding indebtedness;
•our failure to obtain necessary outside financing on favorable terms or at all;
•failure to hedge effectively against interest rate changes;
•our reliance on key personnel whose continued service is not guaranteed;
•the outcome of claims and litigation involving or affecting us;
•changes in real estate, taxation, zoning laws and other legislation and government activity and changes to real property tax rates and the taxation of real estate investment trusts (“REITs”) in general;
•operations through joint ventures and reliance on or disputes with co-venturers;
•cybersecurity threats;
•environmental uncertainties and risks related to adverse weather conditions and natural disasters;
•governmental approvals, actions and initiatives, including the need for compliance with environmental requirements;
•lack or insufficient amounts of insurance;
•limitations imposed on our business in order to qualify and maintain our status as a REIT and our failure to qualify or maintain such status;
•public health threats such as the coronavirus (COVID-19) pandemic; and
•our ability to come to an agreement with the USPS regarding new leases.
While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes after the date of this Quarterly Report on Form 10-Q, except as required by applicable law. You should not place undue reliance on any forward-looking statements that are based on information currently available to us or the third parties making the forward-looking statements. For a further discussion of these and other factors that could impact our future results, performance or transactions, you should carefully review and consider (i) the information contained under Item 1A titled “Risk Factors” herein and in our Annual Report on Form 10-K and (ii) such similar information as may be contained in our other reports and filings that we make with the Securities and Exchange Commission (the “SEC”).
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Overview
Company
We were formed as a Maryland corporation on November 19, 2018 and commenced operations upon completion of our IPO and the related formation transactions (the “Formation Transactions”). We conduct our business through a traditional UPREIT structure in which our properties are owned by our Operating Partnership directly or through limited partnerships, limited liability companies or other subsidiaries. For the six months ended June 30, 2021, we acquired 125 postal properties leased to the USPS for approximately $57.5 million, including closing costs. As of June 30, 2021, our portfolio consists of 852 owned postal properties, located in 49 states and comprising approximately 3.6 million net leasable interior square feet.
We are the sole general partner of our Operating Partnership through which our postal properties are directly or indirectly owned. As of June 30, 2021, we owned approximately 79.7% of our outstanding common units of limited partnership interest in our Operating Partnership (each, an “OP Unit,” and collectively, the “OP Units”), including long term incentive units of our Operating Partnership (each, a “LTIP Unit” and collectively, the “LTIP Units”). Our Board of Directors oversees our business and affairs.
ATM Program and Follow-on Offering
On December 14, 2020, we entered into separate open market sale agreements for its at-the-market offering program (the "ATM Program") with each of Jefferies LLC, Stifel, Nicolaus & Company, Incorporated, BMO Capital Markets Corp., Janney Montgomery Scott LLC and D.A. Davidson & Co. ("D.A. Davidson"), pursuant to which we may offer and sell, from time to time, shares our Class A common stock having an aggregate sales price of up to $50.0 million. On May 14, 2021, we delivered to D.A. Davidson a notice of termination of the open market sale agreement with D.A. Davidson, which termination became effective May 14, 2021. 319,702 shares were issued under the ATM Program during the six months ended June 30, 2021. As of June 30, 2021, we had approximately $43.6 million of availability remaining under the ATM Program.
On January 11, 2021, we priced a public offering of 3.25 million shares of our Class A common stock (the “January Follow-on Offering”) at $15.25 per share. On January 11, 2021, the underwriters purchased the full allotment of 487,500 shares pursuant to a 30-day option at $15.25 per share (the “January Additional Shares”). The January Follow-on Offering, including the January Additional Shares, closed on January 14, 2021 resulting in $57.0 million in gross proceeds, and approximately $53.9 million in net proceeds after deducting approximately $3.1 million in underwriting discounts and before giving effect to $0.6 million in other expenses relating to the January Follow-on Offering.
Executive Overview
We are an internally managed REIT with a focus on acquiring and managing properties primarily leased to the USPS, ranging from last mile post offices to larger industrial facilities. We believe the overall opportunity for consolidation that exists within the postal logistics network is very attractive. We continue to execute our strategy to acquire and consolidate postal properties that will generate strong earnings for our shareholders.
Geographic Concentration
As of June 30, 2021, we owned a portfolio of 852 postal properties located in 49 states leased primarily to the USPS. For the six months ended June 30, 2021, 18.9% of our total of rental income was concentrated in Pennsylvania. Such geographical concentration could expose us to certain downturns in the economies of those states or other changes in such states’ respective real estate market conditions. Any material changes in the current payments programs or regulatory, economic, environmental or competitive conditions in any of these areas could have an effect on our overall business results. In the event of negative economic or other changes in any of these markets, our business, financial condition and results of operations, our ability to make distributions to our shareholders and the trading price of our common shares may be adversely affected.
Emerging Growth Company
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive
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compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
In addition, the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have availed ourselves of these exemptions; although, subject to certain restrictions, we may elect to stop availing ourselves of these exemptions in the future even while we remain an “emerging growth company.”
We will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year during which our total annual revenue equals or exceeds $1.07 billion (subject to periodic adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of our IPO, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt or (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
We are also a “smaller reporting company” as defined in Regulation S-K under the Securities Act and have elected to take advantage of certain scaled disclosures available to smaller reporting companies. We may continue to be a smaller reporting company even after we are no longer an “emerging growth company.”
We elected to be treated as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), beginning with our short taxable year ending December 31, 2019. As long as we qualify as a REIT, we generally will not be subject to federal income tax to the extent that we distribute our taxable income for each tax year to our stockholders.
Factors That May Influence Future Results of Operations
The USPS
We are dependent on the USPS’s financial and operational stability. The USPS is currently facing a variety of circumstances that are threatening its ability to fund its operations and other obligations as currently conducted without intervention by the federal government. The USPS is constrained by laws and regulations that restrict revenue sources and pricing, mandate certain expenses and cap its borrowing capacity. As a result, among other consequences, the USPS is unable to fund its mandated expenses and continues to be subject to mandated payments to its retirement system and health benefits. While the USPS has undertaken, and proposes to undertake, a number of operational reforms and cost reduction measures, including those outlined in its ten-year plan entitled Delivering for America: Our Vision and Ten-Year Plan to Achieve Financial Sustainability and Service Excellence, the USPS has taken the position such measures alone will not be sufficient to maintain its ability to meet all of its existing obligations when due or allow it to make the critical infrastructure investments that have been deferred in recent years. The ongoing COVID-19 pandemic (including new or mutated variants of COVID-19) and measures being taken to prevent its spread also continue to have a material and unpredictable effect on the USPS’ operations and liquidity, including volatility in demand for mail services, significant changes in the mix of mail and packages processed through the USPS’ network and significant additional operating expenses caused by pandemic-related disruptions. Further, although the USPS received a $10.0 billion loan under the Coronavirus Aid, Relief, and Economic Security (CARES) Act, as amended by Public Law 116-260, the Consolidated Appropriations Act, 2021, there can be no assurances that this financing will be sufficient to sustain USPS operations in light of current shortfalls. If the USPS becomes unable to meet its financial obligations or its revenue declines due to reduced demand for its services, the USPS may reduce its demand for leasing postal properties, which would have a material adverse effect on our business and operations. For additional information regarding the risks associated with the USPS, see the section entitled “Risk Factors - Risks Related to the USPS” under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020.
Revenues
We derive revenues primarily from rent and tenant reimbursements under leases with the USPS for our properties, and fee and other income under the management agreements with respect to the postal properties owned by Mr. Spodek, his family members and their partners managed by Postal Realty Management TRS, LLC (“PRM”), our taxable REIT subsidiary (“TRS”). Rental income represents the lease revenue recognized under leases with the USPS which includes the impact of above and below market lease intangibles as well as tenant reimbursements for payments made by the USPS under the leases to reimburse us for the majority of real estate taxes paid at each property. Fee and other income principally represent revenue PRM receives from postal properties owned by Mr. Spodek, his family members and their partners pursuant to the management agreements and is a percentage of the lease revenue for the managed properties. As of June 30, 2021, properties leased to our tenants had an average remaining lease term of approximately 4.0 years. Factors that could affect our rental income, tenant reimbursement and
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fee and other income in the future include, but are not limited to: (i) our ability to renew or replace expiring leases and management agreements; (ii) local, regional or national economic conditions; (iii) an oversupply of, or a reduction in demand for, postal space; (iv) changes in market rental rates; (v) changes to the USPS’s current property leasing program or form of lease; and (vi) our ability to provide adequate services and maintenance at our properties and managed properties.
Operating Expenses
We lease our properties primarily to the USPS. The majority of our leases are modified double-net leases, whereby the USPS is responsible for utilities, routine maintenance and the reimbursement of property taxes and the landlord is responsible for insurance and roof and structure. Thus, an increase in costs related to the landlord’s responsibilities under these leases could negatively influence our operating results. Refer to “Lease Renewal” below for further discussion.
Operating expenses generally consist of real estate taxes, property operating expenses, which consist of insurance, repairs and maintenance (other than those for which the tenant is responsible), property maintenance-related payroll and depreciation and amortization. Factors that may affect our ability to control these operating costs include but are not limited to: the cost of periodic repair, renovation costs, the cost of re-leasing space and the potential for liability under applicable laws. Recoveries from the tenant are recognized as revenue on an accrual basis over the periods in which the related expenditures are incurred. Tenant reimbursements and operating expenses are recognized on a gross basis, because (i) generally, we are the primary obligor with respect to the real estate taxes and (ii) we bear the credit risk in the event the tenant does not reimburse the real estate taxes.
The expenses of owning and operating a property are not necessarily reduced when circumstances, such as market factors and competition, cause a reduction in income from the property. If revenues drop, we may not be able to reduce our expenses accordingly. Costs associated with real estate investments generally will not be materially reduced even if a property is not fully occupied or other circumstances cause our revenues to decrease. As a result, if revenues decrease in the future, static operating costs may adversely affect our future cash flow and results of operations.
General and Administrative
General and administrative expense represents personnel costs, professional fees, legal fees, insurance, consulting fees, portfolio servicing costs and other expenses related to corporate governance, filing reports with the SEC and the New York Stock Exchange, and other compliance matters. While we expect that our general and administrative expenses will continue to rise as our portfolio grows, we expect that such expenses as a percentage of our revenues will decrease over time due to efficiencies and economies of scale.
Equity-Based Compensation Expense
All equity-based compensation expense is recognized in our consolidated statements of operations as components of general and administrative expense and property operating expenses. We issue share-based awards to align our employees’ interests with those of our investors.
Depreciation and Amortization
Depreciation and amortization expense relates primarily to depreciation on our properties and capital improvements to such properties and the amortization of certain lease intangibles.
Indebtedness and Interest Expense
On September 27, 2019, we entered into a credit agreement, as amended (the “2019 Credit Agreement”), which provided for a senior revolving credit facility (the “2019 Credit Facility”) with revolving commitments in an aggregate principal amount of $100.0 million and, subject to customary conditions, the option to increase the aggregate lending commitments under the agreement by up to $100.0 million (the “Accordion Feature”). On January 30, 2020, we amended the 2019 Credit Agreement in order to exercise a portion of the Accordion Feature to increase the maximum amount available under the 2019 Credit Facility to $150.0 million, subject to the borrowing base properties identified therein remaining unencumbered and subject to an executed lease. On June 25, 2020, we further amended the 2019 Credit Agreement to revise, among other items, certain definitions and borrowing base calculations to increase available capacity, as well as the restrictive covenant pertaining to consolidated tangible net worth. On November 24, 2020, we amended the 2019 Credit Agreement to revise, among other items, certain definitions and borrowing base calculations to allow leases to parties other than the USPS at a real property subject to certain limitations. On August 9, 2021, we entered into a $150.0 million senior unsecured revolving credit facility
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and a $50.0 million senior unsecured term loan facility (together, the “2021 Credit Facilities”). In connection with entering into the 2021 Credit Facilities, we terminated the 2019 Credit Facility and paid off the outstanding loans thereunder.
We intend to use the 2021 Credit Facilities for working capital purposes, which may include repayment of mortgage indebtedness, property acquisitions and other general corporate purposes. We amortize on a non-cash basis the deferred financing costs associated with its debt to interest expense using the straight-line method, which approximates the effective interest rate method over the terms of the related loans. Any changes to the debt structure, including debt financing associated with property acquisitions, could materially influence the operating results depending on the terms of any such indebtedness.
Income Tax Benefit (Expense)
As a REIT, we generally will not be subject to federal income tax on our net taxable income that we distribute currently to our stockholders. Under the Code, REITs are subject to numerous organizational and operational requirements, including a requirement that they distribute each year at least 90% of their REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gains. If we fail to qualify for taxation as a REIT in any taxable year and do not qualify for certain statutory relief provisions, our income for that year will be taxed at regular corporate rates, and we would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to qualify as a REIT. Even though we qualify as a REIT for federal income tax purposes, we may still be subject to state and local taxes on our income and assets and to federal income and excise taxes on our undistributed income. Additionally, any income earned by PRM and any other TRS we form in the future, will be subject to federal, state and local corporate income tax.
Lease Renewal
As of August 10, 2021, the leases at 28 of our properties were expired and the USPS was occupying such properties as a holdover tenant, representing approximately 59,000 net leasable interior square feet and $0.6 million in annual contractual rental revenue. As of the date of this report, the USPS had not vacated or notified us of its intention to vacate any of these properties. When a lease expires, the USPS becomes a holdover tenant on a month-to-month basis typically paying the greater of estimated market rent or the rent amount under the expired lease.
As of the date of this report, we agreed in letters of intent to preliminary terms on rental rates for 59 properties that had expired or were scheduled to expire in 2021. However, we had not entered into any definitive documentation with respect to the rental rates or leases for the 28 properties at which the USPS is a holdover tenant, and there can be no guarantee that any new leases that we enter into with the USPS will reflect our expectations with respect to terms or timing.
We might not be successful in renewing the leases that are in holdover status or that are expiring in 2021, or obtaining positive rent renewal spreads, or even renewing the leases on terms comparable to those of the expiring leases. If we are not successful, we will likely experience reduced occupancy, traffic, rental revenue and net operating income, which could have a material adverse effect on our financial condition, results of operations and ability to make distributions to shareholders.
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Results of Operations
Comparison of the three months ended June 30, 2021 and June 30, 2020
| For the Three Months Ended June 30, | |||||||||||||||||||||||
| 2021 | 2020 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Rental income | $ | 8,977 | $ | 5,293 | $ | 3,684 | 69.6 | % | |||||||||||||||
| Fee and other income | 551 | 312 | 239 | 76.6 | % | ||||||||||||||||||
| Total revenues | 9,528 | 5,605 | 3,923 | 70.0 | % | ||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Real estate taxes | 1,163 | 697 | 466 | 66.9 | % | ||||||||||||||||||
| Property operating expenses | 815 | 394 | 421 | 106.9 | % | ||||||||||||||||||
| General and administrative | 2,716 | 1,917 | 799 | 41.7 | % | ||||||||||||||||||
| Depreciation and amortization | 3,219 | 2,162 | 1,057 | 48.9 | % | ||||||||||||||||||
| Total operating expenses | 7,913 | 5,170 | 2,743 | 53.1 | % | ||||||||||||||||||
| Income from operations | 1,615 | 435 | 1,180 | 271.3 | % | ||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Contractual interest expense | (621) | (546) | (75) | 13.7 | % | ||||||||||||||||||
| Write-off and amortization of deferred financing fees | (145) | (115) | (30) | 26.1 | % | ||||||||||||||||||
| Interest income | 1 | 1 | 0 | 0.0 | % | ||||||||||||||||||
| Total interest expense, net | (765) | (660) | (105) | 15.9 | % | ||||||||||||||||||
| Income (loss) before income tax expense | 850 | (225) | 1,075 | (477.8) | % | ||||||||||||||||||
| Income tax expense | (27) | (5) | (22) | 440.0 | % | ||||||||||||||||||
| Net income (loss) | $ | 823 | $ | (230) | $ | 1,053 | (457.8) | % | |||||||||||||||
Revenues
Total revenues increased by $3.9 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020. The increase in revenue is attributable to the full impact of the 261 properties that we acquired in 2020 and the 125 properties that we acquired during the six months ended June 30, 2021.
Rental income – Rental income includes net rental income as well as the recovery of certain operating costs and property taxes from tenants. Rental income increased $3.7 million quarter over quarter primarily due to full impact of the 261 properties that we acquired in 2020 and the 125 properties that we acquired during the six months ended June 30, 2021.
Fee and other income. Other revenue increased by $0.2 million to $0.6 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 primarily due to higher management fee and miscellaneous income.
Operating Expense
Real estate taxes – Real estate taxes increased by $0.5 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 as a result of the full impact of the 261 properties that we acquired in 2020 and the 125 properties that we acquired during the six months ended June 30, 2021.
Property operating expenses – Property operating expenses increased by $0.4 million to $0.8 million for June 30, 2021 from $0.4 million for the three months ended June 30, 2020. Property management expenses are included within property
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operating expenses and increased by $0.1 million to $0.3 million for the three months ended June 30, 2021 from $0.2 million for the three months ended June 30, 2020. The remainder of the increase of $0.3 million is related to expenses for repairs and maintenance and insurance in connection with the full impact of the 261 properties that we acquired in 2020 and the 125 properties that we acquired during the six months ended June 30, 2021.
General and administrative – General and administrative expenses increased by $0.8 million to $2.7 million for the three months ended June 30, 2021 from $1.9 million for the three months ended June 30, 2020, primarily due to higher equity-based compensation expense related to awards that have been granted throughout 2020 and 2021.
Depreciation and amortization – Depreciation and amortization expense increased by $1.1 million to $3.2 million for the three months ended June 30, 2021 from $2.2 million for three months ended June 30, 2020, and is primarily related to the full impact of the 261 properties that we acquired in 2020 and the 125 properties that we acquired during the six months ended June 30, 2021.
Total Interest Expense, Net
During the three months ended June 30, 2021, we incurred total interest expense, net of $0.8 million compared to $0.7 million for the three months ended June 30, 2020. The increase in interest expense is primarily related to higher amount of borrowings under the 2019 Credit Facility.
Income Tax Expense
During the three months ended June 30, 2021, income tax expense increased by $0.02 million to $0.03 million from $0.01 million for the three months ended June 30, 2020 and was primarily attributable to an increase in income tax expense related to PRM for the three months ended June 30, 2021.
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Comparison of the six months ended June 30, 2021 and June 30, 2020
| For the Six Months Ended June 30, | |||||||||||||||||||||||
| 2021 | 2020 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Rental income | $ | 17,464 | $ | 10,195 | $ | 7,269 | 71.3 | % | |||||||||||||||
| Fee and other income | 929 | 607 | 322 | 53.0 | % | ||||||||||||||||||
| Total revenues | 18,393 | 10,802 | 7,591 | 70.3 | % | ||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Real estate taxes | 2,252 | 1,339 | 913 | 68.2 | % | ||||||||||||||||||
| Property operating expenses | 1,725 | 801 | 924 | 115.4 | % | ||||||||||||||||||
| General and administrative | 5,285 | 4,218 | 1,067 | 25.3 | % | ||||||||||||||||||
| Depreciation and amortization | 6,388 | 4,197 | 2,191 | 52.2 | % | ||||||||||||||||||
| Total operating expenses | 15,650 | 10,555 | 5,095 | 48.3 | % | ||||||||||||||||||
| Income from operations | 2,743 | 247 | 2,496 | 1,010.5 | % | ||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Contractual interest expense | (1,266) | (1,273) | 7 | (0.5) | % | ||||||||||||||||||
| Write-off and amortization of deferred financing fees | (290) | (220) | (70) | 31.8 | % | ||||||||||||||||||
| Loss on early extinguishment of debt | (202) | — | (202) | 100.0 | % | ||||||||||||||||||
| Interest income | 1 | 1 | 0 | 0.0 | % | ||||||||||||||||||
| Total interest expense, net | (1,757) | (1,492) | (265) | 17.8 | % | ||||||||||||||||||
| Income (loss) before income tax expense | 986 | (1,245) | 2,231 | (179.2) | % | ||||||||||||||||||
| Income tax expense | (38) | (15) | (23) | 153.3 | % | ||||||||||||||||||
| Net income (loss) | $ | 948 | $ | (1,260) | $ | 2,208 | (175.2) | % | |||||||||||||||
Revenues
Total revenues increased by $7.6 million for the six months ended June 30, 2021 compared to the six months ended June 30, 2020. The increase in revenue is attributable to the full impact of the 261 properties that we acquired in 2020 and the 125 properties that we acquired during the six months ended June 30, 2021.
Rental income – Rental income includes net rental income as well as the recovery of certain operating costs and property taxes from tenants. Rental income increased $7.3 million primarily due to the full impact of the 261 properties that we acquired in 2020 and the 125 properties that we acquired during the six months ended June 30, 2021.
Fee and other income. Other revenue increased by $0.3 million to $0.9 million for the six months ended June 30, 2021 compared to the six months ended June 30, 2020 primarily due to a higher management fee and miscellaneous income.
Operating Expense
Real estate taxes – Real estate taxes increased by $0.9 million for the six months ended June 30, 2021 compared to the six months ended June 30, 2020 as a result of the full impact of the 261 properties that we acquired in 2020 and the 125 properties that we acquired during the six months ended June 30, 2021.
Property operating expenses – Property operating expenses increased by $0.9 million to $1.7 million for the six months ended June 30, 2021 from $0.8 million for the six months ended June 30, 2020. Property management expenses are
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included within property operating expenses and increased by $0.3 million to $0.7 million for the six months ended June 30, 2021 from $0.4 million for the six months ended June 30, 2020. The remainder of the increase of $0.6 million is related to expenses for repairs and maintenance and insurance in connection with the full impact of the 261 properties that we acquired in 2020 and the 125 properties that we acquired during the six months ended June 30, 2021.
General and administrative – General and administrative expenses increased by $1.1 million to $5.3 million for the six months ended June 30, 2021 from $4.2 million for the six months ended June 30, 2020, primarily due to higher equity-based compensation expense related to awards that have been granted throughout 2020 and 2021.
Depreciation and amortization – Depreciation and amortization expense increased by $2.2 million to $6.4 million for the six months ended June 30, 2021 from $4.2 million for the six months ended June 30, 2020, and is primarily related to the full impact of the 261 properties that we acquired in 2020 and the 125 properties that we acquired during the six months ended June 30, 2021.
Total Interest Expense, Net
During the six months ended June 30, 2021, we incurred total interest expense, net of $1.8 million compared to $1.5 million for the six months ended June 30, 2020. The increase in interest expense is primarily related to the loss on early extinguishment of debt of $0.2 million incurred in connection with the pay down of two mortgage financings during the six months ended June 30, 2021.
Income Tax Expense
During the six months ended June 30, 2021, income tax expense increased by $0.02 million to $0.03 million from $0.01 million for the six months ended June 30, 2020 and was primarily attributable to an increase in expense related to PRM for the six months ended June 30, 2021.
Cash Flows
Comparison of the six months ended June 30, 2021 and the six months ended June 30, 2020
We had $4.9 million of cash and $1.2 million of escrows and reserves as of June 30, 2021 compared to $4.9 million of cash and $0.7 million of escrows and reserves as of June 30, 2020.
Cash flow from operating activities – Net cash provided by operating activities increased by $5.2 million to $8.4 million for the six months ended June 30, 2021 compared to $3.2 million for the same period in 2020. The increase is primarily due to the addition of postal properties that were acquired in 2020 and the six months ended June 30, 2021, all of which have generated additional rental income and related changes in working capital.
Cash flow to investing activities – Net cash used in investing activities increased by $13.7 million to $48.0 million for the six months ended June 30, 2021 compared to $34.3 million for the same period in 2020. The increase was related to the purchase of postal properties that were acquired during the six months ended June 30, 2021.
Cash flow from financing activities – Net cash provided by financing activities increased by $19.0 million to $42.5 million for the six months ended June 30, 2021 compared to $23.5 million provided by the same period in 2020. The increase was primarily related to proceeds received from our January Follow-on Offering and ATM Program offset by the pay down of two mortgage financings, reduced net borrowings on our 2019 Credit Facility during the six months ended June 30, 2021 and an increase in payment of dividends.
Liquidity and Capital Resources
Analysis of Liquidity and Capital Resources
We had approximately $4.9 million of cash and $1.2 million of escrows and reserves as of June 30, 2021.
As of June 30, 2021, we had $82.5 million outstanding under the 2019 Credit Facility. On January 30, 2020, we exercised the Accordion Feature to increase permitted borrowings to $150.0 million from $100.0 million subject to the borrowing base properties identified therein remaining unencumbered and subject to an executed lease. On June 25, 2020, we
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further amended the 2019 Credit Agreement to revise, among other items, certain definitions and borrowing base calculations to increase available capacity, as well as the restrictive covenant pertaining to consolidated tangible net worth. On November 24, 2020, we amended the 2019 Credit Agreement to revise, among other items, certain definitions and borrowing base calculations to allow leases other than the USPS at a real property subject to certain limitations.
On August 9, 2021, we entered into the 2021 Credit Facilities with Bank of Montreal, as administrative agent, and BMO Capital Markets Corp., People’s United Bank, National Association, JPMorgan Chase Bank, N.A. and Truist Securities, Inc. as joint lead arrangers and joint book runners. Additional participants in the 2021 Credit Facilities include Stifel Bank & Trust and TriState Capital Bank. In connection with entering into the 2021 Credit Facilities, we terminated the 2019 Credit Facility and paid off the outstanding loans thereunder. The 2021 Credit Facilities include an accordion feature which will permit us to borrow up to an additional $150.0 million under the Revolving Facility and up to an additional $50.0 million under the Term Loan, in each case subject to customary terms and conditions. The Revolving Facility matures in January 2026, which may be extended for two six-month periods subject to customary conditions, and the Term Loan matures in January 2027. Borrowings under the 2021 Credit Facilities carry an interest rate of, (i) in the case of the Revolving Facility, either a base rate plus a margin ranging from 0.5% to 1.0% per annum or LIBOR plus a margin ranging from 1.5% to 2.0% per annum, or (ii) in the case of the Term Loan, either a base rate plus a margin ranging from 0.45% to 0.95% per annum or LIBOR plus a margin ranging from 1.45% to 1.95% per annum, in each case depending on a consolidated leverage ratio. With respect to the Revolving Facility, we will pay, if the usage is equal to or less than 50%, an unused facility fee of 0.20% per annum, or if the usage is greater than 50%, an unused facility fee of 0.15% per annum, in each case on the average daily unused commitments under the Revolving Facility.
The 2021 Credit Facilities are guaranteed, jointly and severally, by us and certain of our indirect subsidiaries and contains customary covenants that, among other things, restrict, subject to certain exceptions, our ability to incur indebtedness, grant liens on assets, make certain types of investments, engage in acquisitions, mergers or consolidations, sell assets, enter into certain transactions with affiliates and pay dividends or make distributions. The 2021 Credit Facilities require compliance with consolidated financial maintenance covenants to be tested quarterly, including a minimum fixed charge coverage ratio, maximum total leverage ratio, minimum tangible net worth, maximum secured leverage ratio, maximum unsecured leverage ratio, minimum unsecured debt service coverage ratio and maximum secured recourse leverage ratio. The 2021 Credit Facilities also contain certain customary events of default, including the failure to make timely payments under the 2021 Credit Facilities, any event or condition that makes other material indebtedness due prior to its scheduled maturity, the failure to satisfy certain covenants and specified events of bankruptcy and insolvency. As of August 11, 2021, management believed that we were in compliance with all of the financial and non-financial covenants contained in the 2021 Credit Facilities.
In addition, on August 9, 2021, we entered into an interest rate swap that effectively fixed the LIBOR component of the interest rate on $50.0 million portion of the 2021 Credit Facilities through January 2027. The interest rate swap initially applied to the $50.0 million Term Loan, fixing the interest rate for the Term Loan at 2.291%.
On March 5, 2021, the Financial Conduct Authority announced that USD LIBOR will no longer be published after June 30, 2023. This announcement has several implications, including setting the spread that may be used to automatically convert contracts from LIBOR to the Secured Overnight Financing Rate ("SOFR"). The 2021 Credit Facilities provide that, on or about the LIBOR cessation date (subject to an early opt-in election), LIBOR shall be replaced as a benchmark rate in the 2021 Credit Facilities with a new benchmark rate, with such adjustments as set forth in the 2021 Credit Facilities. We are not able to predict when LIBOR will cease to be available or when there will be enough liquidity in the SOFR markets.
Our short-term liquidity requirements primarily consist of operating expenses and other expenditures associated with our properties, distributions to our limited partners and distributions to our stockholders required to qualify for REIT status, capital expenditures and, potentially, acquisitions. We expect to meet our short-term liquidity requirements through net cash provided by operations, cash, borrowings under the 2021 Credit Facilities and the potential issuance of securities.
Our long-term liquidity requirements primarily consist of funds necessary for the repayment of debt at maturity, property acquisitions and non-recurring capital improvements. We expect to meet our long-term liquidity requirements with net cash from operations, long-term indebtedness including the 2021 Credit Facilities and mortgage financing, the issuance of equity and debt securities and proceeds from select sales of our properties. We also may fund property acquisitions and non-recurring capital improvements using the 2021 Credit Facilities pending permanent property-level financing.
We believe we have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional debt and the issuance of additional equity securities. However, in the future, there may be a number of factors that could have a material and adverse effect on our ability to access these capital sources, including unfavorable conditions in the overall equity and credit markets, our degree of leverage, our unencumbered asset base, borrowing restrictions imposed by our lenders, general market conditions for REITs, our operating performance, liquidity and market perceptions about us. The success of our business strategy will depend, to a significant degree, on our ability to access these various capital
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sources. In addition, we continuously evaluate possible acquisitions of postal properties, which largely depend on, among other things, the market for owning and leasing postal properties and the terms on which the USPS will enter into new or renewed leases.
To maintain our qualification as a REIT, we must make distributions to our stockholders aggregating annually at least 90% of our REIT taxable income determined without regard to the deduction for dividends paid and excluding capital gains. As a result of this requirement, we cannot rely on retained earnings to fund our business needs to the same extent as other entities that are not REITs. If we do not have sufficient funds available to us from our operations to fund our business needs, we will need to find alternative ways to fund those needs. Such alternatives may include, among other things, divesting ourselves of properties (whether or not the sales price is optimal or otherwise meets our strategic long-term objectives), incurring indebtedness or issuing equity securities in public or private transactions, the availability and attractiveness of the terms of which cannot be assured.
Consolidated Indebtedness
As of June 30, 2021, we had approximately $115.7 million of outstanding consolidated principal indebtedness. The following table sets forth information as of June 30, 2021 with respect to our outstanding indebtedness (in thousands):
Outstanding Balance as of June 30, 2021 | Interest Rate at June 30, 2021 | Maturity Date | |||||||||||||||
2019 Credit Facility(1) | $ | 82,500 | LIBOR+170bps (2) | September 2023 | |||||||||||||
Vision Bank(3) | 1,425 | 4.00 | % | September 2036 | |||||||||||||
First Oklahoma Bank(4) | 357 | 4.50 | % | December 2037 | |||||||||||||
Vision Bank – 2018(5) | 852 | 5.00 | % | January 2038 | |||||||||||||
Seller Financing(6) | 366 | 6.00 | % | January 2025 | |||||||||||||
AIG – December 2020(7) | 30,225 | 2.80 | % | January 2031 | |||||||||||||
| Total Principal | $ | 115,725 | |||||||||||||||
Explanatory Notes:
(1)The 2019 Credit Agreement provides for revolving commitments in an aggregate principal amount of $100.0 million with Accordion Feature that permits us to borrow up to an additional $100.0 million for an aggregate total of $200.0 million, subject to customary terms and conditions, and a maturity date of September 27, 2023. On January 30, 2020, we amended the 2019 Credit Agreement in order to exercise a portion of the Accordion Feature to increase the maximum amount available under the 2019 Credit Facility to $150.0 million, subject to the borrowing base properties identified therein remaining unencumbered and subject to an enforceable lease. On June 25, 2020, we further amended the 2019 Credit Agreement to revise, among other items, certain definitions and borrowing base calculations to increase available capacity, as well as the restrictive covenant pertaining to consolidated tangible net worth. On November 24, 2020, we further amended the 2019 Credit Agreement to revise, among other items, certain definitions and borrowing base calculations to allow leases to parties other than the USPS as a real property subject to certain limitations. On August 9, 2021, in connection with entering into the 2021 Credit Facilities, we terminated the 2019 Credit Facility and paid off the outstanding loans thereunder.
The interest rates applicable to loans under the 2019 Credit Facility were, at our option, equal to either a base rate plus a margin ranging from 0.7% to 1.4% per annum or LIBOR plus a margin ranging from 1.7% to 2.4% per annum, each based on a consolidated leverage ratio. In addition, we paid, for the period through and including the three months ended March 31, 2020, an unused facility fee on the revolving commitments under the 2019 Credit Facility of 0.75% per annum for the first $100 million and 0.25% per annum for the portion of revolving commitments exceeding $100.0 million, and, for the period thereafter, an unused facility fee of 0.25% per annum for the aggregate unused revolving commitments, with both periods utilizing calculations of daily unused commitments under the 2019 Credit Facility.
During the three and six months ended June 30, 2021, we incurred $0.05 million and $0.1 million, respectively, of unused facility fees related to the 2019 Credit Facility. During the three and six months ended June 30, 2020, we incurred $0.1 million and $0.2 million, respectively, of unused facility fees related to the 2019 Credit Facility. As of June 30, 2021, we were in compliance with all of the 2019 Credit Facility’s debt covenants.
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(2)As of June 30, 2021, the one-month LIBOR rate was 0.10%.
(3)Five properties are collateralized under this loan with Mr. Spodek as the guarantor. On September 8, 2021 and every five years thereafter, the interest rate will reset at a variable annual rate of Wall Street Journal Prime Rate (“Prime”) + 0.5%.
(4)The loan is collateralized by first mortgage liens on four properties and a personal guarantee of payment by Mr. Spodek. Interest rate resets on December 31, 2022 to Prime + 0.25%. On August 3, 2021, we amended the loan with First Oklahoma Bank to reduce its interest rate to 3.625% fixed for five years then adjusting annually to Prime with a minimum annual rate of 3.625%.
(5)The loan is collateralized by first mortgage liens on one property and a personal guarantee of payment by Mr. Spodek. Interest rate resets on January 31, 2023 to Prime + 0.5%.
(6)In connection with the acquisition of a property, we obtained seller financing secured by the property in the amount of $0.4 million requiring five annual payments of principal and interest of $105,661 with the first installment due on January 2, 2021 based on a 6.0% interest rate per annum through January 2, 2025.
(7)The loan is secured by a cross-collateralized and cross-defaulted first mortgage lien on the industrial property located in Warrendale, PA. The loan has a fixed interest rate of 2.80% with interest-only payments for the first five years and fixed payments of principal and interest thereafter based on a 30-year amortization schedule.
Secured Borrowings as of June 30, 2021
As of June 30, 2021, we had approximately $33.2 million of secured borrowings outstanding, all of which is fixed rate debt with a weighted average interest rate of 2.96% per annum. During the six months ended June 30, 2021, we repaid two mortgage loans in the aggregate amount of $13.7 million. On August 3, 2021, we also amended the secured loan with First Oklahoma Bank to reduce its interest rate to 3.625% fixed for five years then adjusting annually to Prime with a minimum annual rate of 3.625%.
Dividends
To maintain our qualification as a REIT, we are required to pay dividends to stockholders at least equal to 90% of our REIT taxable income determined without regard to the deduction for dividends paid and excluding net capital gains. During the three months and six months ended June 30, 2021, we paid cash dividends of $0.22 per share and $0.4375 per share, respectively. On July 26, 2021, our Board of Directors approved and we declared a second quarter common stock dividend of $0.2225 per share which will be paid on August 27, 2021 to stockholders of record on August 13, 2021.
Subsequent Real Estate Acquisitions
Subsequent to June 30, 2021, we have acquired 37 postal properties in individual or small portfolio transactions for an aggregate of approximately $12.1 million, excluding closing costs, some of which include OP Units as part of the consideration.
Off-Balance Sheet Arrangements
As of June 30, 2021, we did not have any off-balance sheet arrangements.
Critical Accounting Policies and Estimates
Refer to the heading titled “Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2020 for a discussion of the critical accounting policies and estimates of the Predecessor and us, as applicable.
New Accounting Pronouncements
For a discussion of our adoption of new accounting pronouncements, please see Note 2 of our Consolidated Financial Statements included herein.
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Inflation
Because most of our leases provide for fixed annual rental payments without annual rent escalations, our rental revenues are fixed while our property operating expenses are subject to inflationary increases. A majority of our leases provide for tenant reimbursement of real estate taxes and thus the tenant must reimburse us for real estate taxes. We believe that if inflation increases expenses over time, increases in lease renewal rates will materially offset such increase.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss from adverse changes in market prices and interest rates. Our future earnings, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates. Our primary market risk results from our indebtedness, which bears interest at both fixed and variable rates. As of June 30, 2021, our indebtedness was approximately $115.7 million, consisting of approximately $82.5 million of variable-rate debt and approximately $33.2 million of fixed rate debt. Assuming no increase in the amount of our outstanding variable-rate indebtedness, if the one-month LIBOR were to increase or decrease by 0.50%, our cash flows would decrease or increase by approximately $0.4 million on an annualized basis.
Subject to maintaining our status as a REIT for federal income tax purposes, we manage our market risk on variable rate debt through the use of interest rate swaps that fix the rate on all or a portion of our variable rate debt for varying periods up to maturity. On August 9, 2021, in connection with entering into the 2021 Credit Facilities (see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Analysis of Liquidity and Capital Resources”), we entered into an interest rate swap that effectively fixed the LIBOR component of the interest rate on $50.0 million portion of the 2021 Credit Facilities through January 2027. In the future, we may use other derivative instruments such as interest cap agreements to, in effect, cap the interest rate on all or a portion of the debt for varying periods up to maturity. This in turn, reduces the risks of variability of cash flows created by variable rate debt and mitigates the risk of increases in interest rates. Our objective when undertaking such arrangements will be to reduce our floating rate exposure. However, we provide no assurance that our efforts to manage interest rate volatility will successfully mitigate the risks of such volatility in our portfolio and we do not intend to enter into hedging arrangements for speculative purposes. We may utilize swap arrangements in the future.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the rules and regulations of the SEC and that such information is accumulated and communicated to management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
We have carried out an evaluation, under the supervision and with the participation of management, including our Principal Executive Officer and Principal Financial Officer, regarding the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Principal Executive Officer and Principal Financial Officer have concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports filed or submitted under the Exchange Act (i) is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our Principal Executive Officer and our Principal Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may in the future be party to various claims and routine litigation arising in the ordinary course of business. Our management does not believe that any such litigation will materially affect our financial position or operations.
Item 1A. Risk Factors
There have been no material changes from the risk factors disclosed in the section entitled “Risk Factors” under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
| Exhibit | Exhibit Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101.INS | INSTANCE DOCUMENT** | |||||||
| 101.SCH | SCHEMA DOCUMENT** | |||||||
| 101.CAL | CALCULATION LINKBASE DOCUMENT** | |||||||
| 101.LAB | LABELS LINKBASE DOCUMENT** | |||||||
| 101.PRE | PRESENTATION LINKBASE DOCUMENT** | |||||||
| 101.DEF | DEFINITION LINKBASE DOCUMENT** | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
* Exhibits filed with this report.
† Compensatory plan or arrangement.
** Submitted electronically herewith. Attached as Exhibit 101 to this report are the following documents formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements.
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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, thereunto duly authorized.
| POSTAL REALTY TRUST, INC. | ||||||||
| Date: August 12, 2021 | By: | /s/ Andrew Spodek | ||||||
| Andrew Spodek | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
| Date: August 12, 2021 | By: | /s/ Robert Klein | ||||||
| Robert Klein | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
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