Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 30, 2021 | Jun. 30, 2020 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Postal Realty Trust, Inc. | ||
Entity Central Index Key | 0001759774 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | Yes | ||
Entity File Number | 001-38903 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State Country Code | MD | ||
Entity Common Stock, Shares Outstanding | 13,326,514 | ||
Entity Public Float | $ 71,800,000 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Real estate properties, at cost: | ||
Land | $ 46,302,672 | $ 25,147,732 |
Building and improvements | 196,340,043 | 92,873,637 |
Tenant improvements | 4,427,972 | 2,562,293 |
Total real estate properties, at cost | 247,070,687 | 120,583,662 |
Less: Accumulated depreciation | (13,215,180) | (8,813,579) |
Total real estate properties, net | 233,855,507 | 111,770,083 |
Investment in financing lease, net | 515,046 | |
Total investments | 234,370,553 | 111,770,083 |
Cash | 2,211,677 | 12,475,537 |
Rent and other receivables | 3,520,917 | 1,710,314 |
Prepaid expenses and other assets, net | 4,434,544 | 2,752,862 |
Escrow and reserves | 1,058,657 | 708,066 |
Deferred rent receivable | 215,889 | 33,344 |
In-place lease intangibles, net | 13,022,475 | 7,315,867 |
Above market leases, net | 50,099 | 22,124 |
Total Assets | 258,884,811 | 136,788,197 |
Liabilities: | ||
Secured borrowings, net | 46,628,626 | 3,211,004 |
Revolving credit facility | 78,000,000 | 54,000,000 |
Accounts payable, accrued expenses and other | 5,891,622 | 3,152,799 |
Below market leases, net | 8,726,037 | 6,601,119 |
Total Liabilities | 139,246,285 | 66,964,922 |
Commitments and Contingencies | ||
Equity: | ||
Class A common stock, par value $0.01 per share; 500,000,000 shares authorized, 9,437,197 and 5,285,904 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively | 94,372 | 52,859 |
Class B common stock, par value $0.01 per share; 27,206 shares authorized: 27,206 shares issued and outstanding as of December 31, 2020 and December 31, 2019 | 272 | 272 |
Additional paid-in capital | 100,812,012 | 51,396,226 |
Accumulated deficit | (8,916,683) | (2,575,754) |
Total Stockholders' Equity | 91,989,973 | 48,873,603 |
Operating Partnership unitholders' non-controlling interests | 27,648,553 | 20,949,672 |
Total Equity | 119,638,526 | 69,823,275 |
Total Liabilities and Equity | $ 258,884,811 | $ 136,788,197 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Class A | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 9,437,197 | 5,285,904 |
Common stock, shares outstanding | 9,437,197 | 5,285,904 |
Class B | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 27,206 | 27,206 |
Common stock, shares issued | 27,206 | 27,206 |
Common stock, shares outstanding | 27,206 | 27,206 |
Consolidated and Combined Conso
Consolidated and Combined Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | ||
Rental income | $ 20,268,761 | $ 8,865,868 |
Tenant reimbursements | 3,046,234 | 1,311,121 |
Fee and other income | 1,360,877 | 1,112,367 |
Total revenues | 24,675,872 | 11,289,356 |
Operating expenses: | ||
Real estate taxes | 3,095,435 | 1,366,892 |
Property operating expenses | 1,924,405 | 1,207,486 |
General and administrative | 8,229,753 | 4,846,392 |
Depreciation and amortization | 9,162,934 | 3,800,059 |
Total operating expenses | 22,412,527 | 11,220,829 |
Income from operations | 2,263,345 | 68,527 |
Interest expense, net: | ||
Contractual interest expense | (2,345,532) | (1,098,788) |
Write-off and amortization of deferred financing fees | (472,094) | (242,763) |
Loss on early extinguishment of predecessor debt | (185,586) | |
Interest income | 2,745 | 5,928 |
Total interest expense, net | (2,814,881) | (1,521,209) |
Income (loss) before income tax expense | (551,536) | (1,452,682) |
Income tax expense | (89,342) | (39,749) |
Net loss | (640,878) | (1,492,431) |
Net income attributable to non-controlling interest in properties | (4,336) | |
Net income attributable to Predecessor | (463,414) | |
Net loss attributable to Operating Partnership unitholders' non-controlling interests | 288,531 | 462,968 |
Net loss attributable to common stockholders | $ (352,347) | $ (1,497,213) |
Net loss per share: | ||
Basic and Diluted | $ (0.1) | $ (0.3) |
Weighted average common shares outstanding: | ||
Basic and Diluted | 7,013,621 | 5,164,264 |
Consolidated and Combined Con_2
Consolidated and Combined Consolidated Statements of Changes in Equity (Deficit) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Equity (Deficit) | Member's Equity (Deficit) | Total Stockholders' & Predecessor equity | Operating Partnership unitholders' non-controlling interests | Non-controlling interests in properties | Total |
Beginning Balance at Dec. 31, 2018 | $ 4,000,200 | $ 3,441,493 | $ (11,003,876) | $ (2,095,823) | $ (5,658,006) | $ 44,593 | $ (5,613,413) | |
Beginning Balance, Shares at Dec. 31, 2018 | ||||||||
Capital contributions | 397,121 | 1,671,131 | 2,068,252 | 2,068,252 | ||||
Distributions and dividends | (699,191) | (1,377,689) | (2,076,880) | (6,188) | (2,083,068) | |||
Net income (loss) | (170,344) | 633,758 | 463,414 | 4,336 | 467,750 | |||
Ending Balance at May. 16, 2019 | $ 4,000,200 | 3,139,423 | (11,174,220) | (1,168,623) | (5,203,220) | 42,741 | (5,160,479) | |
Ending Balance, Shares at May. 16, 2019 | ||||||||
Net proceeds from sale of Common Stock | $ 45,000 | 64,665,261 | 64,710,261 | 64,710,261 | ||||
Net proceeds from sale of Common Stock, Shares | 4,500,000 | |||||||
Issuance of OP Units in connection with a transaction | 13,227,801 | 13,227,801 | ||||||
Formation transactions | $ (3,993,557) | (31,586,914) | 11,174,220 | 1,168,623 | (23,237,628) | 22,662,907 | (42,741) | (617,462) |
Formation transactions, Shares | 664,264 | |||||||
Issuance and amortization of equity-based compensation | $ 1,488 | 651,200 | 652,688 | 328,518 | 981,206 | |||
Issuance and amortization of equity-based compensation, Shares | 148,846 | |||||||
Amortization under the Employee Stock Purchase Plan ("ESPP") | 15,319 | 15,319 | 15,319 | |||||
Amortization under the Employee Stock Purchase Plan ("ESPP"), Shares | ||||||||
Dividends declared | (1,078,541) | (1,078,541) | (294,649) | (1,373,190) | ||||
Net income (loss) | (1,497,213) | (1,497,213) | (462,968) | (1,960,181) | ||||
Reallocation of non-controlling interest | 14,511,937 | 14,511,937 | (14,511,937) | |||||
Ending Balance at Dec. 31, 2019 | $ 53,131 | 51,396,226 | (2,575,754) | 48,873,603 | 20,949,672 | 69,823,275 | ||
Ending Balance, Shares at Dec. 31, 2019 | 5,313,110 | |||||||
Net proceeds from sale of Common Stock | $ 40,218 | 48,481,137 | 48,521,355 | 48,521,335 | ||||
Net proceeds from sale of Common Stock, Shares | 4,021,840 | |||||||
Issuance of OP Units in connection with a transaction | 7,921,828 | 7,921,828 | ||||||
Issuance of OP Units in connection with a transaction, Shares | ||||||||
Issuance and amortization of equity-based compensation | $ 1,350 | 1,602,751 | 13,448 | 1,617,549 | 728,783 | 2,346,332 | ||
Issuance and amortization of equity-based compensation, Shares | 134,973 | |||||||
Issuance and amortization under ESPP | $ 72 | 117,257 | 117,329 | 117,329 | ||||
Issuance and amortization under ESPP, shares | 7,189 | |||||||
Restricted stock withholding | $ (127) | (205,482) | (205,609) | (205,609) | ||||
Restricted stock withholding, Shares | (12,709) | |||||||
Dividends declared | (6,002,030) | (6,002,030) | (2,243,076) | (8,245,106) | ||||
Net income (loss) | (352,347) | (352,347) | (288,531) | (640,878) | ||||
Reallocation of non-controlling interest | (579,877) | (579,877) | 579,877 | |||||
Ending Balance at Dec. 31, 2020 | $ 94,644 | $ 100,812,012 | $ (8,916,683) | $ 91,989,973 | $ 27,648,553 | $ 119,638,526 | ||
Ending Balance, Shares at Dec. 31, 2020 | 9,464,403 |
Consolidated and Combined Con_3
Consolidated and Combined Consolidated Statements of Changes in Equity (Deficit) (Parenthetical) - $ / shares | 7 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends declared per share | $ 0.203 | $ 0.79 |
Consolidated and Combined Con_4
Consolidated and Combined Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (640,878) | $ (1,492,431) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 4,492,090 | 1,716,601 |
Amortization of in-place intangibles | 4,670,844 | 2,083,458 |
Write-off and amortization of deferred financing costs | 472,094 | 242,763 |
Amortization of above/below market leases | (1,261,962) | (535,834) |
Amortization of intangible liability | (10,886) | |
Equity based compensation | 2,356,234 | 996,525 |
Reclassification of cumulative dividends paid on forfeited awards | 13,448 | |
Loss on extinguishment debt | 185,586 | |
Deferred rent receivable | (182,545) | (19,284) |
Deferred rent expense payable | 17,140 | (38,592) |
Deferred tax liability | (65,895) | |
Changes in assets and liabilities: | ||
Rent and other receivables | (1,810,603) | (1,374,311) |
Prepaid expenses and other assets | (565,901) | (419,675) |
Due to affiliates | (503,961) | |
Accounts payable, accrued expenses and other | 1,846,659 | 2,083,673 |
Net cash provided by operating activities | 9,395,734 | 2,858,623 |
Cash flows from investing activities: | ||
Acquisition of real estate | (124,159,835) | (72,166,456) |
Investment in financing lease | (516,817) | |
Repayment of financing lease | 1,771 | |
Escrows for acquisition and construction deposits | (469,899) | (335,999) |
Capital improvements | (969,911) | (151,582) |
Other investing activities | (37,517) | |
Net cash used in investing activities | (126,152,208) | (72,654,037) |
Cash flows from financing activities: | ||
Proceeds from secured borrowings | 43,899,311 | 445,000 |
Repayments of secured borrowings | (109,716) | (32,218,087) |
Proceeds from revolving credit facility | 112,000,000 | 54,000,000 |
Repayments of revolving credit facility | (88,000,000) | |
Proceeds from other financing activity | 557,000 | |
Repayments from other financing activity | (504,345) | |
Net proceeds from issuance of shares | 48,521,355 | 64,710,261 |
Other formation transactions | (2,007,417) | |
Debt issuance costs | (1,163,664) | (1,424,609) |
Proceeds from issuance of ESPP shares | 93,979 | |
Shares withheld for payment of taxes on restricted share vesting | (205,609) | |
Contributions from partners and members | 2,068,252 | |
Distributions and dividends | (8,245,106) | (3,456,258) |
Net cash provided by financing activities | 106,843,205 | 82,117,142 |
Net (decrease) increase in Cash and Escrows and Reserves | (9,913,269) | 12,321,728 |
Cash and Escrows and Reserves at the beginning of period | 13,183,603 | 861,875 |
Cash and Escrow and Reserves at the end of period | $ 3,270,334 | $ 13,183,603 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization and Description of Business [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business Postal Realty Trust, Inc. (the "Company" "we", "us", or "our") 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 (our "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 December 31, 2020, the Company held an approximately 76.9% 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 we are the primary beneficiary. Our 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. For the periods prior to May 17, 2019, the Predecessor, through the LLCs, UPH and the limited partnership, owned 190 postal properties in 33 states. NPM was formed on November 17, 2004, for the purpose of managing commercial real estate properties. As of December 31, 2020, the Company owned a portfolio of 726 postal properties located in 47 states. Our 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 400 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 (our "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 or qualification as a real estate investment trust ("REIT") under the Code, and the Company elected to be taxed as a REIT under the Code commencing with our 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 we have 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"). Initial Public Offering and Formation Transactions Both the Company and the Operating Partnership commenced operations upon completion of the IPO and the Formation Transactions on May 17, 2019. The Company's operations are carried out primarily through the Operating Partnership and the wholly owned subsidiaries of the Operating Partnership. On May 17, 2019, the Company completed its IPO, pursuant to which it sold 4,500,000 shares of its Class A common stock at a public offering price of $17.00 per share. The Company raised $76.5 million in gross proceeds, resulting in net proceeds of approximately $71.1 million after deducting approximately $5.4 million in underwriting discounts and before giving effect to $6.4 million in other expenses relating to the IPO. The Company's Class A common stock began trading on the New York Stock Exchange under the symbol "PSTL" on May 15, 2019. In connection with the IPO and Formation Transactions, the Company, through its Operating Partnership, used a portion of the net proceeds to repay approximately $31.7 million of outstanding indebtedness related to the Predecessor. Pursuant to the Formation Transactions, the Company, directly or through the Operating Partnership, acquired the entities that comprise the Predecessor. The initial properties and other interests were contributed in exchange for 1,333,112 OP Units, 637,058 shares of Class A common stock, 27,206 shares of Voting Equivalency stock and $1.9 million of cash. In addition, the Operating Partnership purchased 81 postal properties (the "Acquisition Properties") in exchange for $26.9 million in cash, including approximately $1.0 million paid to Mr. Spodek, the Company's chief executive officer and a director for his non-controlling ownership in nine of the Acquisition Properties. The Company's results of operations for the year ended December 31, 2019 reflect the results of operations of the Predecessor together with the Company, while the financial condition as of December 31, 2019 reflects solely the Company. References in these notes to consolidated financial statements to "Postal Realty Trust, Inc." signify the Company for the period after the completion of the IPO and the Formation Transactions and the Predecessor for all prior periods. The following is a summary of the Predecessor Statement of Operations for the period from January 1, 2019 through May 16, 2019, and the Company's Statement of Operations for the period from May 17, 2019 through December 31, 2019. These amounts are included in the Consolidated and Combined Consolidated Statement of Operations herein for the year ended December 31, 2019. Predecessor Postal Realty January 1, May 17, Revenues: Rental income $ 2,249,355 $ 6,616,513 Tenant reimbursements 348,075 963,046 Fee and other income 427,959 684,408 Total revenues 3,025,389 8,263,967 Operating Expenses: Real estate taxes 358,693 1,008,199 Property operating expenses 357,779 849,707 General and administrative 501,204 4,345,188 Depreciation and amortization 725,756 3,074,303 Total operating expenses 1,943,432 9,277,397 Income (loss) from operations 1,081,957 (1,013,430 ) Interest expense, net: Contractual interest expense (570,819 ) (527,969 ) Write-off and amortization of deferred financing costs (4,773 ) (237,990 ) Loss on early extinguishment of Predecessor debt - (185,586 ) Interest income 1,134 4,794 Total interest expense, net (574,458 ) (946,751 ) Income (loss) before income tax expense 507,499 (1,960,181 ) Income tax expense (39,749 ) - Net income (loss) 467,750 (1,960,181 ) Less: Net income attributable to noncontrolling interest in properties (4,336 ) - Net income attributable to Predecessor $ 463,414 - Net loss attributable to Operating Partnership unitholders' noncontrolling interests 462,968 Net loss attributable to common stockholders $ (1,497,213 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying Consolidated and Combined Consolidated Financial Statements include the financial position and results of operations of the Company and its Predecessor, the Operating Partnership and its wholly owned subsidiaries. The Company did not have any operations from the date of formation to May 17, 2019. The Predecessor represents a combination of certain entities holding interests in real estate that were commonly controlled prior to the Formation Transactions. Due to their common control, the financial statements of the separate Predecessor entities which owned the properties and the management company are presented on a combined consolidated basis. The effects of all significant intercompany balances and transactions have been eliminated. 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. 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 Certain of the costs related to the IPO and the Formation Transactions paid by an affiliate of the Company's initial sole shareholder were reimbursed by the Company from the proceeds of the IPO. Offering costs were recorded in "Stockholders' equity" in the Company's Consolidated Balance Sheets as a reduction of additional paid-in capital. Segment Reporting The Company acquires and manages postal properties and reports our business as a single reportable segment. Investments in Real Estate Upon the acquisition of real estate, the purchase price is allocated based upon the relative fair value of the assets acquired and liabilities assumed. The allocation of the purchase price to the relative fair value of the tangible assets of an acquired property is derived by valuing the property as if it were vacant. All real estate acquisitions in the periods presented qualified as asset acquisitions and, as such, acquisition-related fees and acquisition-related expenses related to these asset acquisitions are capitalized as part of the acquisition. Investments in real estate generally include land, buildings, tenant improvements and identified intangible assets, such as in-place lease intangibles and above or below-market lease intangibles. Direct and certain indirect costs clearly associated with the development, construction, leasing or expansion of real estate assets are capitalized as a cost of the property. Repairs and maintenance costs are expensed as incurred. Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives: Years Buildings and improvements 40 Equipment and fixtures 5-10 Tenant improvements Shorter of useful life or applicable lease term In-place lease value Remaining non-cancellable term of the in-place lease The acquired above or below-market lease intangibles are amortized to "Rental income" over the applicable lease term, inclusive of any option periods for below-market leases. 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, or (the "Credit Facility") are deferred and amortized as an increase to interest expense over the term of the 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. 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 Company's Consolidated Balance Sheets and Consolidated and Combined Consolidated Statements of Cash Flows: As of December 31, December 31, Cash $ 2,211,677 $ 12,475,537 Escrows and reserves: Maintenance reserve 696,083 663,339 Real estate tax reserve 303,824 - ESPP reserve 58,750 44,727 Cash and escrows and reserves $ 3,270,334 $ 13,183,603 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 "Tenant reimbursement revenue" on the Company's Consolidated and Combined Consolidated Statement of Operations. Fee and other income primarily consist of property management fees. These fees arise from contractual agreements with entities that are affiliated with the Company's CEO. Management fee income is recognized as earned under the respective agreements. 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 receipt of insurance proceeds is deemed probable. 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 proceeds are received. 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 proceeds are received. Revenue from direct financing leases is recognized over the lease term using the effective interest rate method. At lease inception, we record an asset within investments on the Company's 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" on the Company's Consolidated and Combined Consolidated Statement of Operations and produces a constant periodic rate of return on the investment in direct financing lease, net. Income Taxes As a REIT, the Company is generally not subject to federal corporate income tax on our net income (loss) that the Company distributes to our shareholders. The Operating Partnership which holds our properties is a partnership for U.S. federal income tax purposes and is not subject to U.S. federal income taxes as the revenues and expenses pass through to the respective owners where they are taxed. The states and cities in which the Operating Partnership operates generally follows the U.S. federal income tax treatment. UPH was subject to federal and state and local income taxes for tax years before the date of the IPO on May 17, 2019. For periods subsequent to the completion of the IPO and the Formation Transactions, PRM is subject to federal, state and local corporate income taxes to the extent there is taxable income. UPH and PRM account for income taxes in accordance with the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying value of existing assets and liabilities and their respective tax bases based on enacted tax laws and statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. A valuation allowance is established for deferred tax assets when management anticipates that it is more likely than not that all, or a portion, of these assets would not be realized. In determining whether a valuation allowance is warranted, all positive and negative evidence and all sources of taxable income such as prior earnings history, expected future earnings, carryback and carryforward periods and tax strategies are considered to estimate if sufficient future taxable income will be generated to realize the deferred tax asset. The assessment of the adequacy of a valuation allowance is based on estimates of taxable income by jurisdiction and the period over which deferred tax assets will be recoverable. The tax effects of uncertain tax positions taken or expected to be taken in income tax returns are recognized only if they are "more likely-than-not" to be sustained on examination by the taxing authorities based on the technical merits as of the reporting date. The tax benefits recognized in the financial statements from such positions are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company recognizes estimated accrued interest and penalties related to uncertain tax positions in income tax expense. 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 December 31, 2020 and December 31, 2019. 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 December 31, 2020 and December 31, 2019 due to their short maturities. As of December 31, 2020, the Company had an investment in a direct financing lease with a carrying value of $0.5 million and an effective interest rate of 7.89%. The carrying value of the investment in a direct financing lease approximated the fair market value as of December 31, 2020. The fair value of the Company's debt 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 Credit Facility approximates carrying value. The fair value of the Company's secured borrowings aggregated approximately $47.1 million and $3.2 million as compared to the principal balance of $47.0 million and $3.2 million as of December 31, 2020 and 2019, respectively. The fair value of the 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 December 31, 2020 and 2019. 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 December 31, 2020 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 years ended December 31, 2020 and 2019. Concentration of Credit Risks As of December 31, 2020, the Company's properties were leased primarily to a single tenant, the USPS. For the year ended December 31, 2020, our total rental income of $20.3 million was concentrated in the following state: Pennsylvania (10.0%). For the year ended December 31, 2019, our total rental income of $8.9 million was concentrated in the following states: Texas (14.2%), Massachusetts (14.0%), Wisconsin (12.9%) and Pennsylvania (9.9%). 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 our 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. Non-controlling Interests Non-controlling interests in the Company represent common units of limited partnership interest of the Operating Partnership (each, an "OP Unit," and collectively, the OP Units") held by the Predecessor's prior investors and certain sellers of properties to the Company and long-term incentive units of the Operating Partnership (each, an "LTIP Unit," and collectively, the "LTIP Units") primarily held by the Company's CEO. Upon completion of the IPO and the Formation Transactions, the Operating Partnership issued 1,333,112 OP Units to the Predecessor's prior investors as partial consideration for the contribution of their interest in the Predecessor to the Operating Partnership and 114,706 LTIP Units to the Company's CEO. In addition, during the years ended December 31, 2020 and 2019, the Company issued 483,333 and 824,350 OP Units, respectively to certain contributors in connection with portfolio acquisitions. 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. Earnings per Share The Company calculates net 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 2,849,804 and 2,277,466 potentially dilutive shares outstanding related to the issuance of OP Units and LTIP Units held by non-controlling interests as of December 31, 2020 and 2019, respectively. Future Application of Accounting Standards In February 2016, the FASB issued ASU 2016-02, 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 will be effective for the Company on January 1, 2021 as a result of its classification as an emerging growth company. The Company expects to elect the 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. As of December 31, 2020, the Company was the lessee under one office lease and two ground leases that would require accounting under the ROU model. Upon adoption of Topic 842, the Company expects to record a ROU asset and corresponding lease liability of approximately $1.1 million on its Consolidated Balance Sheet. 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 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 will elect the lessor practical expedient allowing the Company to not separate these components when certain conditions are met. Upon adoption of Topic 842, the Company expects to combine tenant reimbursements with rental income on its consolidated statements of operations. In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses Codification Improvements to Topic 326, Financial Instruments - Credit Losses |
Real Estate Acquisitions
Real Estate Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Real Estate [Abstract] | |
Real Estate Acquisitions | Note 3. Real Estate Acquisitions The following tables summarizes the Company's acquisitions for the years ended December 31, 2020 and 2019. 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: Three Months Ended Number of Land Building Tenant In-place Above- Below- Other (1) Total (2) 2020 March 31, 2020 (3)(4)(5) 83 $ 4,825,507 $ 24,572,597 $ 293,726 $ 2,477,174 $ 7,148 $ (1,616,080 ) $ (34,098 ) $ 30,525,974 June 30, 2020 (6) 19 2,555,428 7,344,021 54,894 692,705 - (38,934 ) - 10,608,114 September 30, 2020 (7) 122 6,074,837 19,426,255 316,541 2,300,575 37,290 (1,067,886 ) (33,386 ) 27,054,226 December 31, 2020 (8) 36 7,699,168 51,059,098 1,200,518 4,627,028 - (680,443 ) - 63,905,369 260 $ 21,154,940 $ 102,401,971 $ 1,865,679 $ 10,097,482 $ 44,438 $ (3,403,343 ) $ (67,484 ) $ 132,093,683 Three Months Ended Number of Land Building Tenant In-place Above- Below- Total (9) 2019 March 31, 2019 (10) 1 $ 179,202 $ 456,550 $ 18,166 $ 69,504 $ - $ (78,302 ) $ 645,120 June 30, 2019 (11) 81 6,789,589 18,774,918 259,640 2,227,870 6,338 (754,300 ) 27,304,055 September 30, 2019 18 2,619,719 8,306,781 190,343 982,974 - (1,024,644 ) 11,075,173 December 31, 2019 (12) 177 8,320,008 35,658,446 447,929 3,383,050 14,680 (1,447,020 ) 46,377,093 Total 277 $ 17,908,518 $ 63,196,695 $ 916,078 $ 6,663,398 $ 21,018 $ (3,304,266 ) $ 85,401,441 Explanatory Notes (1) Includes an intangible liability related to unfavorable operating leases on three properties that is included in "Accounts Payable, accrued expenses and other" on the Company's Consolidated Balance Sheets. (2) Includes acquisition costs of $0.3 million for the three months ended March 31, 2020, $0.2 million for the three months ended June 30, 2020, $0.8 million for the three months ended September 30, 2020 and $1.3 million for the three months ended December 31, 2020 (3) Includes the acquisition of a 21-property portfolio leased to the USPS. The contract purchase price for the portfolio was $13.8 million, exclusive of closing costs, and giving effect to 483,333 OP Units issued to the sellers at a value of $17.00 per unit. The closing price of the Company's common stock on January 10, 2020 was $16.39; therefore, total consideration at closing, including closing costs, was approximately $13.6 million of which $7.9 million represented the non-cash consideration (the value of the OP Units) issued to the sellers. (4) Includes the acquisition of a 42-property portfolio leased to the USPS. The aggregate purchase price of such portfolio was approximately $8.8 million, including closing costs, which was funded with borrowings under our Credit Facility. (5) Includes the acquisition of 20 postal properties in individual or smaller portfolio transactions for approximately $8.1 million, including closing costs. (6) Includes the acquisition of a 13-property portfolio leased to the USPS in various states for approximately $7.2 million, including closing costs. In addition, the Company purchased six postal properties in individual or smaller portfolio transactions for approximately $3.4 million, including closing costs. (7) Includes the acquisition of 122 postal properties in various states in individual or portfolio transactions for approximately $27.1 million, including closing costs, which was funded with borrowings under our Credit Facility. In addition, the Company closed on one postal property which is a direct financing lease and is included in "Investment in financing lease, net" on the Company's Consolidated Balance Sheets. (8) Includes the acquisition of 35 postal properties in various states in individual or portfolio transactions for approximately $16.3 million, including closing costs, which was funded with borrowings under our Credit Facility. In addition, the Company acquired an industrial property ("Industrial Facility") for a total of $47.6 million, including closing costs, primarily leased to the USPS. The property was initially funded with borrowings under our Credit Facility. Refer to Note 5 for a discussion of the subsequent property level financing related to the acquisition. (9) Include acquisition costs of $10,120 for the three months ended March 31, 2019, $0.4 million for the three months ended June 30, 2019, $0.1 million for the three months ended September 30, 2019 and $0.8 million for the three months ended December 31, 2019. (10) The property was acquired by the Predecessor. (11) The Company acquired the Acquisition Properties in connection with the IPO. (12) Includes the acquisition of a 113-building portfolio leased to the USPS. The contract purchase price for the portfolio was $31.4 million, excluding closing costs, and included 824,350 OP Units to be issued to the sellers at a value of $17.00 per unit. The closing price of the Company's common stock on November 22, 2019 was $16.05; therefore, total consideration at closing, excluding closing costs was approximately $30.6 million of which $13.2 million represented the non-cash consideration (the value of the OP Units) issued to the sellers. |
Intangible Assets and Liabiliti
Intangible Assets and Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Intangible Assets and Liabilities [Abstract] | |
Intangible Assets and Liabilities | Note 4. Intangible Assets and Liabilities The following table summarizes our intangible assets and liabilities as a result of the application of acquisition accounting: As of Gross Asset Accumulated Net December 31, 2020: In-place lease intangibles $ 24,165,476 $ (11,143,001 ) $ 13,022,475 Above-market leases 85,058 (34,959 ) 50,099 Below-market leases (12,075,644 ) 3,349,607 (8,726,037 ) December 31, 2019: In-place lease intangibles $ 13,788,024 $ (6,472,157 ) $ 7,315,867 Above-market leases 40,620 (18,496 ) 22,124 Below-market leases (8,672,301 ) 2,071,182 (6,601,119 ) Amortization of in-place lease intangibles was $4.7 million and $2.1 million for the years ended December 31, 2020 and 2019, respectively. This amortization is included in "Depreciation and amortization" on the Company's Consolidated and Combined Consolidated Statements of Operations. Amortization of acquired above market leases was $0.02 million and $0.01 million for the years ended December 31, 2020 and 2019, respectively, and is included in "Rental income" on the Company's Consolidated and Combined Consolidated Statements of Operations. Amortization of acquired below market leases was $1.3 million and $0.5 million for the years ended December 31, 2020 and 2019, respectively, and is included in "Rental income" on the Company's Consolidated and Combined Consolidated Statements of Operations. As of December 31, 2020, the weighted average amortization period for the Company's intangible assets was approximately 3.8 years, 3.7 years and 7.7 years for in-place lease intangibles, above-market leases and below-market leases, respectively. Future amortization/accretion of these intangibles is below: Year Ending December 31, In-place lease Above-market Below-market 2021 $ 4,730,448 $ 15,541 $ (1,446,534 ) 2022 3,106,464 13,260 (1,300,356 ) 2023 2,218,914 10,626 (1,142,993 ) 2024 1,519,962 7,884 (979,047 ) 2025 870,699 2,788 (859,068 ) Thereafter 575,988 - (2,998,039 ) Total $ 13,022,475 $ 50,099 $ (8,726,037 ) |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 5. Debt The following table summarizes the Company's indebtedness as of December 31, 2020 and December 31, 2019: Outstanding Outstanding Interest Maturity Date Revolving Credit Facility (1) $ 78,000,000 $ 54,000,000 LIBOR+170bps (2) September 2023 Vision Bank (3) 1,458,450 1,522,672 4.00 % September 2036 First Oklahoma Bank (4) 364,077 378,005 4.50 % December 2037 Vision Bank – 2018 (5) 868,818 900,385 5.00 % January 2038 Seller Financing (6) 445,000 445,000 6.00 % January 2025 First Oklahoma Bank – April 2020 (7) 4,522,311 - 4.25 % April 2040 First Oklahoma Bank – June 2020 (8) 9,152,000 - 4.25 % June 2040 AIG – December 2020 (9) 30,225,000 - 2.80 % January 2031 Total Principal 125,035,656 57,246,062 Unamortized deferred financing costs (407,030 ) (35,058 ) Total Debt $ 124,628,626 $ 57,211,004 Explanatory Notes (1) On September 27, 2019, the Company entered into a credit agreement (as amended, the "Credit Agreement") with People's United Bank, National Association, individually and as administrative agent, BMO Capital Markets Corp., as syndication agent, and certain other lenders. The Credit Agreement provides 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 Credit Agreement in order to exercise a portion of the Accordion Feature to increase the maximum amount available under the 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 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 (as defined in such amendment). On November 24, 2020, the Company further amended the 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 (as defined in such amendment). The interest rates applicable to loans under the Credit Facility are, 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, the Company paid, for the period through and including the calendar quarter ended March 31, 2020, an unused facility fee on the revolving commitments under the 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 Credit Facility. During the years ended December 31, 2020 and 2019, the Company incurred $0.3 million and $0.1 million, respectively, of unused fees related to the Credit Facility. The Company's ability to borrow under the Credit Facility is subject to ongoing compliance with a number of customary affirmative and negative covenants. As of December 31, 2020, the Company was in compliance with all of the Credit Facility's debt covenants. (2) As of December 31, 2020, the one-month LIBOR rate was 0.15%. (3) Five properties are collateralized under this loan as of December 31, 2020 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, 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) 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%. (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%. (9) The loan is secured by a cross-collateralized and cross-defaulted first mortgage lien on the Industrial Property. 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 our secured borrowing as of December 31, 2020 and 2019 was 6.6 years and 15.7 years, respectively. Cash paid for interest during the years ended December 31, 2020 and 2019 was $2.3 million and $1.1 million, respectively. The scheduled principal repayments of indebtedness as of December 31, 2020 are as follows: Year Ending December 31, Amount 2021 $ 220,497 2022 701,228 2023 78,735,838 2024 767,608 2025 804,469 Thereafter 43,806,016 Total $ 125,035,656 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases, Operating [Abstract] | |
Leases | Note 6. Leases As of December 31, 2020, all of our properties are 100% leased to the USPS with the exception of the multi tenanted Industrial Facility. Certain leases have expired and the balance expire at various dates through November 30, 2029. Future minimum lease payments to be received as of December 31, 2020 under non-cancellable operating leases for the next five years and thereafter are as follows: (1) Year Ending December 31, Amount 2021 (2)(3) $ 24,735,911 2022 21,435,331 2023 18,766,322 2024 15,338,186 2025 10,199,204 Thereafter 7,444,767 Total $ 97,919,721 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 December 31, 2020, the leases at 15 of our properties were expired, and the USPS was occupying such properties as a holdover tenant. In addition, the lease at one of our properties is a month to month lease. Holdover rent is typically paid as the greater of estimated market rent or the rent amount due under the expired lease. Subsequent to December 31, 2020, we have executed all leases for these properties. (3) The Company has received notice on one property which the USPS intends to vacate in August 2021. Direct Financing Lease As of 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 December 31, 2020 are summarized in the table below: As of Total minimum lease payment receivable $ 1,010,091 Less: unearned income (495,045 ) Investment in financing lease, net $ 515,046 Future lease payments to be received under the Company's direct financing lease as of December 31, 2020 for the next five years and thereafter are as follows: Year Ending December 31, Amount 2021 $ 45,500 2022 45,500 2023 45,500 2024 45,500 2025 45,500 Thereafter 782,591 Total $ 1,010,091 Ground Lease During the year ended December 31, 2020, the Company assumed an operating ground lease at two acquired properties which includes rent escalations throughout the lease term (including renewal options). Ground lease expense is included in "Property Operating Expenses" on the Company's Consolidated and Combined Consolidated Statements of Operations. The table below presents the future minimum ground lease payments as of December 31, 2020. Year Ending December 31, Amount 2021 $ 23,600 2022 23,600 2023 23,600 2024 24,160 2025 25,840 Thereafter 1,156,200 Total $ 1,277,000 Impact of COVID-19 On March 11, 2020, the World Health Organization declared the outbreak of a coronavirus (COVID-19) a 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 year ended December 31, 2020, the Company received 100% of its rents and there was no material impact on the Company. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7. Income Taxes UPH Federal and state income tax expense for December 31, 2019 relate to UPH. The federal and state income tax expense for the year ended December 31, 2019 is comprised of the following: Provision for income taxes For the Year Ended December 31, (1) Current: Federal $ (83,128 ) State (22,517 ) Total current expense (105,645 ) Deferred: Federal 51,371 State 14,525 Total deferred benefit 65,896 Total income tax expense $ (39,749 ) Explanatory Note (1) Represents the activity of UPH from January 1, 2019 to the IPO. The effective tax rate before income taxes varies from the current statutory US Federal income tax rate as follows: For the Year Ended December 31, Tax expense at Federal statutory rates 21.0 % Flow-through entities 6.2 % REIT non-taxable income (28.3 )% State taxes (0.2 )% Valuation allowance (0.3 )% Uncertain tax position ("FIN 48") (1.1 )% Total US Federal income tax rate (2.7 )% During the year ended December 31, 2020, the Company recorded a benefit of $0.01 million due to finalizing certain state taxes filings of UPH. 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 years ended December 31, 2020 and 2019, income tax expense related to PRM was $0.07 million and zero, respectively. Other As of December 31, 2020, the Company's consolidated balance sheets reflect a liability for unrecognized tax benefits in the amounts of $0.4 million, primarily related to the utilization of certain loss carryforwards by UPH through May 16, 2019. For the years ended December 31, 2020 and 2019, the Company has accrued interest and penalties of $0.07 million and $0.06 million, respectively. These balances are included in the combined consolidated balance sheets in accounts payable, accrued expenses and other liabilities. As of December 31, 2020, the Company estimates that unrecognized tax benefits may decrease by approximately $0.2 million within twelve months of the balance sheet date due to expiring statutes of limitation. In connection with the IPO, the indirect sole shareholder of UPH agreed to reimburse the Company for unrecognized tax benefits. The Company recorded an indemnification asset in the same amount as the unrecognized tax benefits inclusive of accrued interest and penalties that existed as of the date of the IPO. Accordingly, the Company's unrecognized tax benefits, if recognized, would result in a decrease to the indemnification asset and have no impact on the effective tax rate. During the three months ended September 30, 2020, the Company reversed $0.1 million of unrecognized tax benefits inclusive of interest and penalties due to the expiration of statute of limitations, with an offsetting adjustment to the indemnification asset. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: For the Years Ended 2020 2019 Gross unrecognized tax benefits, beginning of year $ 488,277 $ 578,860 Additions based on tax positions taken in the current year - 51,418 Decreases based on positions taken in prior year (95,818 ) (148,685 ) Increases based on tax positions taken in prior periods - 6,684 Decreases based on tax positions taken in prior periods (28,275 ) - Total $ 364,184 $ 488,277 The Company and PRM are subject to exam by federal and state and local tax authorities for the short tax year ended December 31, 2019. UPH is subject to exam by federal tax authorities for tax years 2017 through 2019. Cash paid for taxes for each of the years ended December 31, 2020 and 2019 was $0.1 and $0.02 million, respectively. 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 we do not expect these provisions to have a material impact on the Company's taxable income or tax liabilities, we will continue to analyze the provisions of the CARES Act and related guidance as it is published. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8. Related Party Transactions Management Fee Income PRM recognized management fee income of $1.1 million for the year ended December 31, 2020 and the Predecessor recognized management fee income of $0.4 million for the period of January 1, 2019 through May 16, 2019 from various properties which were affiliated with Mr. Spodek. Following the IPO, PRM recognized management fee income of $0.6 million for the period of May 17, 2019 through December 31, 2019 from various properties which are affiliated with the Company's CEO. These amounts are included in "Fee and other income" on the Company's Consolidated and Combined Consolidated Statements of Operations. Accrued management fees receivable of $0.3 million and $0.08 million as of December 31, 2020 and 2019, respectively, are included in "Rents and other receivables" on the Company's 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 years ended December 31, 2020 and 2019 was $0.2 million and $0.1 million, respectively, was recorded in "General and administrative expenses" on the Company's Consolidated and Combined Consolidated Statements of Operations. The following table represents the Company's future rental payments related to the New Lease: Year Ending December 31, Amount 2021 $ 188,869 2022 194,535 2023 200,371 2024 76,244 Total $ 660,019 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 our Board of Directors ratified the no consideration transfer. Guarantees Mr. Spodek, our chief executive officer, has personally guaranteed our loans with First Oklahoma Bank that were obtained prior to 2020 and Vision Bank, totaling $2.7 million and $2.8 million as of December 31, 2020 and December 31, 2019, 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 our interests and could result in a conflict of interest. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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. (1) For the Years Ended 2020 2019 Numerator for earnings per share – basic and diluted: Net loss attributable to common stockholders $ (352,347 ) $ (1,497,213 ) Less: Income attributable to participating securities (345,899 ) (54,223 ) Numerator for earnings per share — basic and diluted $ (698,246 ) (1,551,436 ) Denominator for earnings per share – basic and diluted 7,013,621 5,164,264 Basic and diluted earnings per share $ (0.10 ) $ (0.30 ) Explanatory Note (1) The combined statements of operations prior to May 17, 2019 represents the activity of the Predecessor and EPS was not applicable. |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholder's Equity | Note 10. Stockholder's Equity The Company issued 4.5 million shares of Class A common stock in conjunction with the IPO resulting in net proceeds of approximately $71.1 million after deducting approximately $5.4 million in underwriting discounts and before giving effect to $6.4 million in other expenses relating to the IPO. In addition, the Company issued 637,058 shares of Class A common stock and 27,206 shares of Voting Equivalency stock in connection with the Formation Transactions. Each outstanding share of Voting Equivalency stock entitles its holder to 50 votes on all matters on which Class A common stockholders are entitled to vote, including the election of directors, and holders of shares of Class A common stock and Voting Equivalency stock will vote together as a single class. Shares of Voting Equivalency stock are convertible into shares of Class A common stock, on a one-for-one basis, at the election of the holder at any time. Additionally, one share of Voting Equivalency stock will automatically convert into one share of Class A common stock for each 49 OP Units transferred (including by the exercise of redemption rights afforded with respect to OP Units) to a person other than a permitted transferee. This ratio is a function of the fact that each share of Voting Equivalency stock entitles its holder to 50 votes on all matters on which Class A common stockholders are entitled to vote and maintains the voting proportion of holders of Voting Equivalency stock with the holder's economic interest in our Company. On July 15, 2020, the Company priced a public offering of 3.5 million shares of its Class A Common Stock (the "Follow-on Offering") at $13.00 per share. On July 17, 2020, the underwriters purchased an additional 521,840 shares pursuant to a 30-day option to purchase up to an additional 525,000 shares at $13.00 per share (the "Additional Shares"). The Follow-on Offering, including the Additional Shares, closed on July 20, 2020 resulting in $52.2 million in gross proceeds, and approximately $49.4 million in net proceeds after deducting approximately $2.9 million in underwriting discounts and before giving effect to $0.9 million in other estimated expenses relating to the Follow-on Offering. Dividends During the year ended December 31, 2020, the Board approved and the Company declared and paid dividends of $8.2 million to Class A common stockholders, Voting Equivalency stockholders, OP unitholders and LTIP unitholders, or $0.79 per share as shown in the table below. Declaration Date Record Date Date Paid Amount Per Share January 30, 2020 February 14, 2020 February 28, 2020 $0.17 April 30, 2020 May 11, 2020 May 29, 2020 $0.20 July 30, 2020 August 14, 2020 August 31, 2020 $0.205 October 30, 2020 November 16, 2020 November 30, 2020 $0.215 During the year ended December 31, 2019, the Board approved, and the Company declared and paid dividends of $1.4 million to Class A common stockholders, Voting Equivalency stockholders, OP unitholders and LTIP unitholders, or $0.203 per share as shown in the table below. Declaration Date Record Date Date Paid Amount Per Share June 26, 2019 July 9, 2019 July 31, 2019 $0.0630 November 5, 2019 November 15, 2019 December 2, 2019 $0.1400 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 in connection with the IPO and in lieu of cash compensation. During the year ended December 31, 2020, the Company issued 483,333 OP Units in January 2020 in connection with a portfolio that the Company acquired, 53,230 LTIP Units in February 2020 to the Company's CEO for his 2019 incentive bonus, 13,708 LTIP Units in March 2020 to the Company's CEO and 27,365 LTIP Units in May 2020 to the Company's CEO for his salary for the period of May 18, 2020 to December 31, 2020. As of December 31, 2020 and December 31, 2019, non-controlling interests consisted of 2,640,795 OP Units and 209,009 LTIP Units and 2,157,462 OP Units and 120,004 LTIP Units, respectively. This represented approximately 23.1% and 30.0% of the outstanding Operating Partnership units as of December 31, 2020 and 2019, respectively. Operating Partnership units and shares of common stock have essentially 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 Company's 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 "Equity Incentive Plan" or 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 Equity Incentive 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. As of December 31, 2020, the remaining shares available under the Plan for future issuance was 767,782. 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 December 31, 2020 represents unvested shares of restricted stock and LTIP Units and RSUs that are outstanding, whether vested or not: Restricted (1)(2) LTIP (3) Restricted (4) Total Weighted Outstanding, as of January 1, 2020 148,847 120,003 — 268,850 $ 16.96 Granted 146,348 94,303 62,096 302,747 $ 14.20 Vesting of restricted shares (5) (65,207 ) — — (65,207 ) $ 16.69 Forfeited (11,375 ) (5,298 ) — (16,673 ) $ 15.83 Outstanding, as of December 31, 2020 218,613 209,008 62,096 489,717 $ 15.33 Explanatory Notes (1) Represents restricted shares awards included in common stock. (2) The time-based restricted share awards granted to our 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 our directors' vest over one to three years. (3) LTIP units to our officers and employees typically vest over three to eight years. During the year ended December 31, 2020, 2,843 LTIPs issued to an employee vested as a result of a modification of the award as well as 13,708 LTIPs issued to the Company's CEO. In May 2020, pursuant to the Plan, the Company issued 27,365 LTIP Units to the Company's CEO in lieu of his salary payable for the period from the one-year anniversary of the IPO to December 31, 2020. LTIP Units issued to the Company's CEO in lieu of cash compensation cliff vest on the eighth anniversary of the date of grant. In connection with the termination of an employee and entering into a consultancy agreement, 10,787 restricted shares of Class A common stock and 5,298 LTIPs were forfeited. 6,931 shares of Class A common stock are issuable to such consultant under the consultancy agreement with the Company. (4) Includes 38,672 RSUs granted to certain officers of the Company during the year ended December 31, 2020 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, 2022. 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 13,253 time-based RSUs issued for 2019 incentive bonuses to certain employees that vested fully on February 14, 2020, the date of grant and 10,171 time-based RSUs granted to certain employees for their election to defer 2020 salary that vest on December 31, 2020. RSUs reflect the right to receive shares of Class A common stock, subject to the applicable vesting criteria. (5) Includes 52,497 of restricted shares that vested and 12,710 shares of restricted shares that were withheld to satisfy minimum statutory withholding requirements. In February 2021, in connection with the Equity Incentive Plan, the Company issued 118,305 LTIP Units to the Company's CEO for his 2020 incentive bonus and his election to defer 100% of his 2021 annual salary, 71,591 restricted shares of Class A common stock to the Company's president for his 2020 incentive bonus and his election to defer of a portion of his 2021 annual salary and 3,117 restricted shares of Class A common stock to our Chief Financial Officer for his election to defer a portion of his 2021 annual salary. In addition, in February 2021, in connection with the Equity Incentive Plan, the Company issued 17,239 restricted shares of Class A common stock for annual grants, 30,114 restricted stock units (each, an "RSU," and collectively, "RSUs") and 30,114 restricted shares of Class A common stock to other employees for 2020 incentive bonus and elections by certain employees to defer 2021 annual salary. RSUs reflect the right to receive shares of Class A common stock. RSUs issued for 2020 incentive bonuses will vest fully on the date of grant. RSUs issued in lieu of deferrals of 2020 annual salary cliff vest on December 31, 2021. LTIP Units issued to the Company's CEO and restricted shares of Class A common stock issued to the president and Chief Financial Officer in lieu of cash compensation cliff vest on the eighth anniversary of February 1, 2021. Certain restricted shares of Class A common stock issued to employees will vest in three equal, annual installments on each of the first three anniversaries of the date of grant, while other restricted shares of Class A common stock issued to employees in lieu of cash compensation cliff will vest on the eighth anniversary of February 1, 2021. In addition, in February 2021, the Company issued an aggregate of 18,954 LTIP Units, 27,760 of restricted shares of Class A common stock and 46,714 RSUs to certain officers of the Company. The LTIP Units and restricted shares of Class A common stock will vest in three equal, annual installments over the approximately three year period ending December 31, 2023, subject to continued employment with the Company and the RSUs are subject to the achievement of performance-based vesting conditions and continued employment with the Company. The RSUs are market-based awards and are subject to the achievement of performance-based 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. Such RSU recipients may earn up to 100% of the RSUs that were issued. Upon vesting pursuant to the terms of the RSUs, the RSUs that vest will be settled in shares of Class A common stock and the recipients will be entitled to receive the distributions that would have been paid with respect to a share of Class A common stock (for each share that vests) on or after the date the RSUs were initially granted. During the years ended December 31, 2020 and 2019, the Company recognized compensation expense of $2.4 million and $1.0 million, respectively, related to all awards. The fair value of restricted shares that vested during the year ended December 31, 2020 was $1.1 million. As of December 31, 2020, there was $5.4 million of total unrecognized compensation cost related to unvested awards, which is expected to be recognized over a weighted average period of 3.84 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 Company's Class A common stock at a discount. A total of 100,000 shares of Class A common stock will be reserved for sale and authorized for issuance under the ESPP. The Code permits us to provide up to a 15% discount on the lesser of the fair market value of such shares of stock at the beginning of the offering period and the close of the offering period. As of December 31, 2020, 7,189 shares have been issued under the ESPP since commencement. During each of the years ended December 31, 2020 and 2019, the Company recognized compensation expense of $0.02 million. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and Contingencies As of December 31, 2020, 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent Events On January 11, 2021, the Company priced a public offering of 3.25 million shares of its Class A Common Stock (the "Secondary 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 "Additional Shares"). The Secondary Follow-on Offering, including the 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 $0.3 million in other estimated expenses relating to the Secondary Follow-on Offering. On January 21, 2021, the Company received an executed early renewal notice for 135 properties under a master lease that were scheduled to expire on February 28, 2022 extending the maturity to February 28, 2027. On January 29, 2021, the Company's Board of Directors approved, and the Company declared a fourth quarter common stock dividend of $0.2175 per share which is payable on February 26, 2021 to stockholders of record as of February 12, 2021. On February 3, 2021, the Company fully repaid $13.7 million of the First Oklahoma Bank-April 2020 and First Oklahoma Bank-June 2020 mortgages. As of March 30, 2021, the Company had net credit facility activity of $10.5 million during the period subsequent to December 31, 2020. As of the date of this report, the Company had $67.5 million drawn on its credit facility. As of March 30, 2021, the Company closed on the acquisitions of 54 postal properties for approximately $25.7 million during the period subsequent to December 31, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Consolidated and Combined Consolidated Financial Statements include the financial position and results of operations of the Company and its Predecessor, the Operating Partnership and its wholly owned subsidiaries. The Company did not have any operations from the date of formation to May 17, 2019. The Predecessor represents a combination of certain entities holding interests in real estate that were commonly controlled prior to the Formation Transactions. Due to their common control, the financial statements of the separate Predecessor entities which owned the properties and the management company are presented on a combined consolidated basis. The effects of all significant intercompany balances and transactions have been eliminated. 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. |
Use of Estimates | 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 and Other Costs Certain of the costs related to the IPO and the Formation Transactions paid by an affiliate of the Company's initial sole shareholder were reimbursed by the Company from the proceeds of the IPO. Offering costs were recorded in "Stockholders' equity" in the Company's Consolidated Balance Sheets as a reduction of additional paid-in capital. |
Segment Reporting | Segment Reporting The Company acquires and manages postal properties and reports our business as a single reportable segment. |
Investments in Real Estate | Investments in Real Estate Upon the acquisition of real estate, the purchase price is allocated based upon the relative fair value of the assets acquired and liabilities assumed. The allocation of the purchase price to the relative fair value of the tangible assets of an acquired property is derived by valuing the property as if it were vacant. All real estate acquisitions in the periods presented qualified as asset acquisitions and, as such, acquisition-related fees and acquisition-related expenses related to these asset acquisitions are capitalized as part of the acquisition. Investments in real estate generally include land, buildings, tenant improvements and identified intangible assets, such as in-place lease intangibles and above or below-market lease intangibles. Direct and certain indirect costs clearly associated with the development, construction, leasing or expansion of real estate assets are capitalized as a cost of the property. Repairs and maintenance costs are expensed as incurred. Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives: Years Buildings and improvements 40 Equipment and fixtures 5-10 Tenant improvements Shorter of useful life or applicable lease term In-place lease value Remaining non-cancellable term of the in-place lease The acquired above or below-market lease intangibles are amortized to "Rental income" over the applicable lease term, inclusive of any option periods for below-market leases. |
Deferred Costs | 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, or (the "Credit Facility") are deferred and amortized as an increase to interest expense over the term of the Credit Facility and are included in "Prepaid expenses and other assets, net" on the Consolidated Balance Sheets. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period's presentation. |
Cash and Escrows and Reserves | 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 Company's Consolidated Balance Sheets and Consolidated and Combined Consolidated Statements of Cash Flows: As of December 31, December 31, Cash $ 2,211,677 $ 12,475,537 Escrows and reserves: Maintenance reserve 696,083 663,339 Real estate tax reserve 303,824 - ESPP reserve 58,750 44,727 Cash and escrows and reserves $ 3,270,334 $ 13,183,603 |
Revenue Recognition | 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 "Tenant reimbursement revenue" on the Company's Consolidated and Combined Consolidated Statement of Operations. Fee and other income primarily consist of property management fees. These fees arise from contractual agreements with entities that are affiliated with the Company's CEO. Management fee income is recognized as earned under the respective agreements. 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 receipt of insurance proceeds is deemed probable. 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 proceeds are received. 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 proceeds are received. Revenue from direct financing leases is recognized over the lease term using the effective interest rate method. At lease inception, we record an asset within investments on the Company's 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" on the Company's Consolidated and Combined Consolidated Statement of Operations and produces a constant periodic rate of return on the investment in direct financing lease, net. |
Income Taxes | Income Taxes As a REIT, the Company is generally not subject to federal corporate income tax on our net income (loss) that the Company distributes to our shareholders. The Operating Partnership which holds our properties is a partnership for U.S. federal income tax purposes and is not subject to U.S. federal income taxes as the revenues and expenses pass through to the respective owners where they are taxed. The states and cities in which the Operating Partnership operates generally follows the U.S. federal income tax treatment. UPH was subject to federal and state and local income taxes for tax years before the date of the IPO on May 17, 2019. For periods subsequent to the completion of the IPO and the Formation Transactions, PRM is subject to federal, state and local corporate income taxes to the extent there is taxable income. UPH and PRM account for income taxes in accordance with the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying value of existing assets and liabilities and their respective tax bases based on enacted tax laws and statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. A valuation allowance is established for deferred tax assets when management anticipates that it is more likely than not that all, or a portion, of these assets would not be realized. In determining whether a valuation allowance is warranted, all positive and negative evidence and all sources of taxable income such as prior earnings history, expected future earnings, carryback and carryforward periods and tax strategies are considered to estimate if sufficient future taxable income will be generated to realize the deferred tax asset. The assessment of the adequacy of a valuation allowance is based on estimates of taxable income by jurisdiction and the period over which deferred tax assets will be recoverable. The tax effects of uncertain tax positions taken or expected to be taken in income tax returns are recognized only if they are "more likely-than-not" to be sustained on examination by the taxing authorities based on the technical merits as of the reporting date. The tax benefits recognized in the financial statements from such positions are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company recognizes estimated accrued interest and penalties related to uncertain tax positions in income tax expense. |
Fair Value of Financial Instruments | 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 December 31, 2020 and December 31, 2019. 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 December 31, 2020 and December 31, 2019 due to their short maturities. As of December 31, 2020, the Company had an investment in a direct financing lease with a carrying value of $0.5 million and an effective interest rate of 7.89%. The carrying value of the investment in a direct financing lease approximated the fair market value as of December 31, 2020. The fair value of the Company's debt 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 Credit Facility approximates carrying value. The fair value of the Company's secured borrowings aggregated approximately $47.1 million and $3.2 million as compared to the principal balance of $47.0 million and $3.2 million as of December 31, 2020 and 2019, respectively. The fair value of the 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 December 31, 2020 and 2019. 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 December 31, 2020 and current estimates of fair value may differ significantly from the amounts presented herein. |
Impairment | 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 years ended December 31, 2020 and 2019. |
Concentration of Credit Risks | Concentration of Credit Risks As of December 31, 2020, the Company's properties were leased primarily to a single tenant, the USPS. For the year ended December 31, 2020, our total rental income of $20.3 million was concentrated in the following state: Pennsylvania (10.0%). For the year ended December 31, 2019, our total rental income of $8.9 million was concentrated in the following states: Texas (14.2%), Massachusetts (14.0%), Wisconsin (12.9%) and Pennsylvania (9.9%). 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 our 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. |
Non-controlling Interests | Non-controlling Interests Non-controlling interests in the Company represent common units of limited partnership interest of the Operating Partnership (each, an "OP Unit," and collectively, the OP Units") held by the Predecessor's prior investors and certain sellers of properties to the Company and long-term incentive units of the Operating Partnership (each, an "LTIP Unit," and collectively, the "LTIP Units") primarily held by the Company's CEO. Upon completion of the IPO and the Formation Transactions, the Operating Partnership issued 1,333,112 OP Units to the Predecessor's prior investors as partial consideration for the contribution of their interest in the Predecessor to the Operating Partnership and 114,706 LTIP Units to the Company's CEO. In addition, during the years ended December 31, 2020 and 2019, the Company issued 483,333 and 824,350 OP Units, respectively to certain contributors in connection with portfolio acquisitions. |
Equity Based Compensation | 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. |
Earnings per Share | Earnings per Share The Company calculates net 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 2,849,804 and 2,277,466 potentially dilutive shares outstanding related to the issuance of OP Units and LTIP Units held by non-controlling interests as of December 31, 2020 and 2019, respectively. |
Future Application of Accounting Standards | Future Application of Accounting Standards In February 2016, the FASB issued ASU 2016-02, 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 will be effective for the Company on January 1, 2021 as a result of its classification as an emerging growth company. The Company expects to elect the 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. As of December 31, 2020, the Company was the lessee under one office lease and two ground leases that would require accounting under the ROU model. Upon adoption of Topic 842, the Company expects to record a ROU asset and corresponding lease liability of approximately $1.1 million on its Consolidated Balance Sheet. 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 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 will elect the lessor practical expedient allowing the Company to not separate these components when certain conditions are met. Upon adoption of Topic 842, the Company expects to combine tenant reimbursements with rental income on its consolidated statements of operations. In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses Codification Improvements to Topic 326, Financial Instruments - Credit Losses |
Organization and Description _2
Organization and Description of Business (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization and Description of Business [Abstract] | |
Schedule of predecessor statement of operations | Predecessor Postal Realty January 1, May 17, Revenues: Rental income $ 2,249,355 $ 6,616,513 Tenant reimbursements 348,075 963,046 Fee and other income 427,959 684,408 Total revenues 3,025,389 8,263,967 Operating Expenses: Real estate taxes 358,693 1,008,199 Property operating expenses 357,779 849,707 General and administrative 501,204 4,345,188 Depreciation and amortization 725,756 3,074,303 Total operating expenses 1,943,432 9,277,397 Income (loss) from operations 1,081,957 (1,013,430 ) Interest expense, net: Contractual interest expense (570,819 ) (527,969 ) Write-off and amortization of deferred financing costs (4,773 ) (237,990 ) Loss on early extinguishment of Predecessor debt - (185,586 ) Interest income 1,134 4,794 Total interest expense, net (574,458 ) (946,751 ) Income (loss) before income tax expense 507,499 (1,960,181 ) Income tax expense (39,749 ) - Net income (loss) 467,750 (1,960,181 ) Less: Net income attributable to noncontrolling interest in properties (4,336 ) - Net income attributable to Predecessor $ 463,414 - Net loss attributable to Operating Partnership unitholders' noncontrolling interests 462,968 Net loss attributable to common stockholders $ (1,497,213 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of identifiable tangible and intangible assets and liabilities | Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives: Years Buildings and improvements 40 Equipment and fixtures 5-10 Tenant improvements Shorter of useful life or applicable lease term In-place lease value Remaining non-cancellable term of the in-place lease |
Schedule of cash and escrows and reserves | The following table provides a reconciliation of cash and escrows and reserves reported within the Company's Consolidated Balance Sheets and Consolidated and Combined Consolidated Statements of Cash Flows: As of December 31, December 31, Cash $ 2,211,677 $ 12,475,537 Escrows and reserves: Maintenance reserve 696,083 663,339 Real estate tax reserve 303,824 - ESPP reserve 58,750 44,727 Cash and escrows and reserves $ 3,270,334 $ 13,183,603 |
Real Estate Acquisitions (Table
Real Estate Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Real Estate [Abstract] | |
Schedule total purchase price including transaction costs | Three Months Ended Number of Land Building Tenant In-place Above- Below- Other (1) Total (2) 2020 March 31, 2020 (3)(4)(5) 83 $ 4,825,507 $ 24,572,597 $ 293,726 $ 2,477,174 $ 7,148 $ (1,616,080 ) $ (34,098 ) $ 30,525,974 June 30, 2020 (6) 19 2,555,428 7,344,021 54,894 692,705 - (38,934 ) - 10,608,114 September 30, 2020 (7) 122 6,074,837 19,426,255 316,541 2,300,575 37,290 (1,067,886 ) (33,386 ) 27,054,226 December 31, 2020 (8) 36 7,699,168 51,059,098 1,200,518 4,627,028 - (680,443 ) - 63,905,369 260 $ 21,154,940 $ 102,401,971 $ 1,865,679 $ 10,097,482 $ 44,438 $ (3,403,343 ) $ (67,484 ) $ 132,093,683 Three Months Ended Number of Land Building Tenant In-place Above- Below- Total (9) 2019 March 31, 2019 (10) 1 $ 179,202 $ 456,550 $ 18,166 $ 69,504 $ - $ (78,302 ) $ 645,120 June 30, 2019 (11) 81 6,789,589 18,774,918 259,640 2,227,870 6,338 (754,300 ) 27,304,055 September 30, 2019 18 2,619,719 8,306,781 190,343 982,974 - (1,024,644 ) 11,075,173 December 31, 2019 (12) 177 8,320,008 35,658,446 447,929 3,383,050 14,680 (1,447,020 ) 46,377,093 Total 277 $ 17,908,518 $ 63,196,695 $ 916,078 $ 6,663,398 $ 21,018 $ (3,304,266 ) $ 85,401,441 Explanatory Notes (1) Includes an intangible liability related to unfavorable operating leases on three properties that is included in "Accounts Payable, accrued expenses and other" on the Company's Consolidated Balance Sheets. (2) Includes acquisition costs of $0.3 million for the three months ended March 31, 2020, $0.2 million for the three months ended June 30, 2020, $0.8 million for the three months ended September 30, 2020 and $1.3 million for the three months ended December 31, 2020 (3) Includes the acquisition of a 21-property portfolio leased to the USPS. The contract purchase price for the portfolio was $13.8 million, exclusive of closing costs, and giving effect to 483,333 OP Units issued to the sellers at a value of $17.00 per unit. The closing price of the Company's common stock on January 10, 2020 was $16.39; therefore, total consideration at closing, including closing costs, was approximately $13.6 million of which $7.9 million represented the non-cash consideration (the value of the OP Units) issued to the sellers. (4) Includes the acquisition of a 42-property portfolio leased to the USPS. The aggregate purchase price of such portfolio was approximately $8.8 million, including closing costs, which was funded with borrowings under our Credit Facility. (5) Includes the acquisition of 20 postal properties in individual or smaller portfolio transactions for approximately $8.1 million, including closing costs. (6) Includes the acquisition of a 13-property portfolio leased to the USPS in various states for approximately $7.2 million, including closing costs. In addition, the Company purchased six postal properties in individual or smaller portfolio transactions for approximately $3.4 million, including closing costs. (7) Includes the acquisition of 122 postal properties in various states in individual or portfolio transactions for approximately $27.1 million, including closing costs, which was funded with borrowings under our Credit Facility. In addition, the Company closed on one postal property which is a direct financing lease and is included in "Investment in financing lease, net" on the Company's Consolidated Balance Sheets. (8) Includes the acquisition of 35 postal properties in various states in individual or portfolio transactions for approximately $16.3 million, including closing costs, which was funded with borrowings under our Credit Facility. In addition, the Company acquired an industrial property ("Industrial Facility") for a total of $47.6 million, including closing costs, primarily leased to the USPS. The property was initially funded with borrowings under our Credit Facility. Refer to Note 5 for a discussion of the subsequent property level financing related to the acquisition. (9) Include acquisition costs of $10,120 for the three months ended March 31, 2019, $0.4 million for the three months ended June 30, 2019, $0.1 million for the three months ended September 30, 2019 and $0.8 million for the three months ended December 31, 2019. (10) The property was acquired by the Predecessor. (11) The Company acquired the Acquisition Properties in connection with the IPO. (12) Includes the acquisition of a 113-building portfolio leased to the USPS. The contract purchase price for the portfolio was $31.4 million, excluding closing costs, and included 824,350 OP Units to be issued to the sellers at a value of $17.00 per unit. The closing price of the Company's common stock on November 22, 2019 was $16.05; therefore, total consideration at closing, excluding closing costs was approximately $30.6 million of which $13.2 million represented the non-cash consideration (the value of the OP Units) issued to the sellers. |
Intangible Assets and Liabili_2
Intangible Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Intangible Assets and Liabilities [Abstract] | |
Schedule of intangible assets and liabilities | As of Gross Asset Accumulated Net December 31, 2020: In-place lease intangibles $ 24,165,476 $ (11,143,001 ) $ 13,022,475 Above-market leases 85,058 (34,959 ) 50,099 Below-market leases (12,075,644 ) 3,349,607 (8,726,037 ) December 31, 2019: In-place lease intangibles $ 13,788,024 $ (6,472,157 ) $ 7,315,867 Above-market leases 40,620 (18,496 ) 22,124 Below-market leases (8,672,301 ) 2,071,182 (6,601,119 ) |
Schedule of future amortization | Year Ending December 31, In-place lease Above-market Below-market 2021 $ 4,730,448 $ 15,541 $ (1,446,534 ) 2022 3,106,464 13,260 (1,300,356 ) 2023 2,218,914 10,626 (1,142,993 ) 2024 1,519,962 7,884 (979,047 ) 2025 870,699 2,788 (859,068 ) Thereafter 575,988 - (2,998,039 ) Total $ 13,022,475 $ 50,099 $ (8,726,037 ) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of principal balances of mortgage loans payable | Outstanding Outstanding Interest Maturity Date Revolving Credit Facility (1) $ 78,000,000 $ 54,000,000 LIBOR+170bps (2) September 2023 Vision Bank (3) 1,458,450 1,522,672 4.00 % September 2036 First Oklahoma Bank (4) 364,077 378,005 4.50 % December 2037 Vision Bank – 2018 (5) 868,818 900,385 5.00 % January 2038 Seller Financing (6) 445,000 445,000 6.00 % January 2025 First Oklahoma Bank – April 2020 (7) 4,522,311 - 4.25 % April 2040 First Oklahoma Bank – June 2020 (8) 9,152,000 - 4.25 % June 2040 AIG – December 2020 (9) 30,225,000 - 2.80 % January 2031 Total Principal 125,035,656 57,246,062 Unamortized deferred financing costs (407,030 ) (35,058 ) Total Debt $ 124,628,626 $ 57,211,004 (1) On September 27, 2019, the Company entered into a credit agreement (as amended, the “Credit Agreement”) with People’s United Bank, National Association, individually and as administrative agent, BMO Capital Markets Corp., as syndication agent, and certain other lenders. The Credit Agreement provides 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 Credit Agreement in order to exercise a portion of the Accordion Feature to increase the maximum amount available under the 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 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 (as defined in such amendment). On November 24, 2020, the Company further amended the 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 (as defined in such amendment). The interest rates applicable to loans under the Credit Facility are, 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, the Company paid, for the period through and including the calendar quarter ended March 31, 2020, an unused facility fee on the revolving commitments under the 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 Credit Facility. During the years ended December 31, 2020 and 2019, the Company incurred $0.3 million and $0.1 million, respectively, of unused fees related to the Credit Facility. The Company’s ability to borrow under the Credit Facility is subject to ongoing compliance with a number of customary affirmative and negative covenants. As of December 31, 2020, the Company was in compliance with all of the Credit Facility’s debt covenants. (2) As of December 31, 2020, the one-month LIBOR rate was 0.15%. (3) Five properties are collateralized under this loan as of December 31, 2020 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, 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) 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%. (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%. (9) The Company obtained a $30.2 million property level financing on one property, at 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. |
Schedule of Principal payments of mortgage loans payable | Year Ending December 31, Amount 2021 $ 220,497 2022 701,228 2023 78,735,838 2024 767,608 2025 804,469 Thereafter 43,806,016 Total $ 125,035,656 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases, Operating [Abstract] | |
Schedule of future minimum rental income | Year Ending December 31, Amount 2021 (2)(3) $ 24,735,911 2022 21,435,331 2023 18,766,322 2024 15,338,186 2025 10,199,204 Thereafter 7,444,767 Total $ 97,919,721 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 December 31, 2020, the leases at 15 of our properties were expired, and the USPS was occupying such properties as a holdover tenant. In addition, the lease at one of our properties is a month to month lease. Holdover rent is typically paid as the greater of estimated market rent or the rent amount due under the expired lease. Subsequent to December 31, 2020, we have executed all leases for these properties. (3) The Company has received notice on one property which the USPS intends to vacate in August 2021. |
Schedule of direct financing lease | As of Total minimum lease payment receivable $ 1,010,091 Less: unearned income (495,045 ) Investment in financing lease, net $ 515,046 |
Schedule of direct financing future lease payments | Year Ending December 31, Amount 2021 $ 45,500 2022 45,500 2023 45,500 2024 45,500 2025 45,500 Thereafter 782,591 Total $ 1,010,091 |
Schedule of future ground lease lease | Year Ending December 31, Amount 2021 $ 23,600 2022 23,600 2023 23,600 2024 24,160 2025 25,840 Thereafter 1,156,200 Total $ 1,277,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of federal and state income tax benefit (expense) | Provision for income taxes For the Year Ended December 31, (1) Current: Federal $ (83,128 ) State (22,517 ) Total current expense (105,645 ) Deferred: Federal 51,371 State 14,525 Total deferred benefit 65,896 Total income tax expense $ (39,749 ) |
Schedule of effective tax rate before income taxes | For the Year Ended December 31, Tax expense at Federal statutory rates 21.0 % Flow-through entities 6.2 % REIT non-taxable income (28.3 )% State taxes (0.2 )% Valuation allowance (0.3 )% Uncertain tax position (“FIN 48”) (1.1 )% Total US Federal income tax rate (2.7 )% |
Schedule of unrecognized tax benefits | For the Years Ended 2020 2019 Gross unrecognized tax benefits, beginning of year $ 488,277 $ 578,860 Additions based on tax positions taken in the current year - 51,418 Decreases based on positions taken in prior year (95,818 ) (148,685 ) Increases based on tax positions taken in prior periods - 6,684 Decreases based on tax positions taken in prior periods (28,275 ) - Total $ 364,184 $ 488,277 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of future minimum rental payments | Year Ending December 31, Amount 2021 $ 188,869 2022 194,535 2023 200,371 2024 76,244 Total $ 660,019 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of weighted average shares basic and dilutive earnings per share | For the Years Ended 2020 2019 Numerator for earnings per share – basic and diluted: Net loss attributable to common stockholders $ (352,347 ) $ (1,497,213 ) Less: Income attributable to participating securities (345,899 ) (54,223 ) Numerator for earnings per share — basic and diluted $ (698,246 ) (1,551,436 ) Denominator for earnings per share – basic and diluted 7,013,621 5,164,264 Basic and diluted earnings per share $ (0.10 ) $ (0.30 ) Explanatory Note (1) The combined statements of operations prior to May 17, 2019 represents the activity of the Predecessor and EPS was not applicable. |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of dividends declared | Declaration Date Record Date Date Paid Amount Per Share January 30, 2020 February 14, 2020 February 28, 2020 $0.17 April 30, 2020 May 11, 2020 May 29, 2020 $0.20 July 30, 2020 August 14, 2020 August 31, 2020 $0.205 October 30, 2020 November 16, 2020 November 30, 2020 $0.215 Declaration Date Record Date Date Paid Amount Per Share June 26, 2019 July 9, 2019 July 31, 2019 $0.0630 November 5, 2019 November 15, 2019 December 2, 2019 $0.1400 |
Schedule of unvested equity | Restricted (1)(2) LTIP (3) Restricted (4) Total Weighted Outstanding, as of January 1, 2020 148,847 120,003 — 268,850 $ 16.96 Granted 146,348 94,303 62,096 302,747 $ 14.20 Vesting of restricted shares (5) (65,207 ) — — (65,207 ) $ 16.69 Forfeited (11,375 ) (5,298 ) — (16,673 ) $ 15.83 Outstanding, as of December 31, 2020 218,613 209,008 62,096 489,717 $ 15.33 Explanatory Notes (1) Represents restricted shares awards included in common stock. (2) The time-based restricted share awards granted to our 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 our directors’ vest over one to three years. (3) LTIP units to our officers and employees typically vest over three to eight years. During the year ended December 31, 2020, 2,843 LTIPs issued to an employee vested as a result of a modification of the award as well as 13,708 LTIPs issued to the Company’s CEO. In May 2020, pursuant to the Plan, the Company issued 27,365 LTIP Units to the Company’s CEO in lieu of his salary payable for the period from the one-year anniversary of the IPO to December 31, 2020. LTIP Units issued to the Company’s CEO in lieu of cash compensation cliff vest on the eighth anniversary of the date of grant. In connection with the termination of an employee and entering into a consultancy agreement, 10,787 restricted shares of Class A common stock and 5,298 LTIPs were forfeited. 6,931 shares of Class A common stock are issuable to such consultant under the consultancy agreement with the Company. (4) Includes 38,672 RSUs granted to certain officers of the Company during the year ended December 31, 2020 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, 2022. 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 13,253 time-based RSUs issued for 2019 incentive bonuses to certain employees that vested fully on February 14, 2020, the date of grant and 10,171 time-based RSUs granted to certain employees for their election to defer 2020 salary that vest on December 31, 2020. RSUs reflect the right to receive shares of Class A common stock, subject to the applicable vesting criteria. (5) Includes 52,497 of restricted shares that vested and 12,710 shares of restricted shares that were withheld to satisfy minimum statutory withholding requirements. |
Organization and Description _3
Organization and Description of Business (Details) - USD ($) | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
May 16, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | ||||
Rental income | $ 20,268,761 | $ 8,865,868 | ||
Tenant reimbursements | 3,046,234 | 1,311,121 | ||
Fee and other income | 1,360,877 | 1,112,367 | ||
Total revenues | 24,675,872 | 11,289,356 | ||
Operating Expenses: | ||||
Real estate taxes | 3,095,435 | 1,366,892 | ||
Property operating expenses | 1,924,405 | 1,207,486 | ||
General and administrative | 8,229,753 | 4,846,392 | ||
Depreciation and amortization | 9,162,934 | 3,800,059 | ||
Total operating expenses | 22,412,527 | 11,220,829 | ||
Income (loss) from operations | 2,263,345 | 68,527 | ||
Interest expense, net: | ||||
Contractual interest expense | (2,345,532) | (1,098,788) | ||
Amortization of deferred financing costs | (472,094) | (242,763) | ||
Loss on early extinguishment of Predecessor debt | (185,586) | |||
Interest income | 2,745 | 5,928 | ||
Total interest expense, net | (2,814,881) | (1,521,209) | ||
Income (loss) before income tax expense | (551,536) | (1,452,682) | ||
Net income (loss) | (640,878) | $ (1,492,431) | ||
Less: | ||||
Net loss attributable to common stockholders | $ 467,750 | $ (1,960,181) | $ (640,878) | |
Postal Realty Trust, Inc. | ||||
Revenues | ||||
Rental income | 6,616,513 | |||
Tenant reimbursements | 963,046 | |||
Fee and other income | 684,408 | |||
Total revenues | 8,263,967 | |||
Operating Expenses: | ||||
Real estate taxes | 1,008,199 | |||
Property operating expenses | 849,707 | |||
General and administrative | 4,345,188 | |||
Depreciation and amortization | 3,074,303 | |||
Total operating expenses | 9,277,397 | |||
Income (loss) from operations | (1,013,430) | |||
Interest expense, net: | ||||
Contractual interest expense | (527,969) | |||
Amortization of deferred financing costs | (237,990) | |||
Loss on early extinguishment of Predecessor debt | (185,586) | |||
Interest income | 4,794 | |||
Total interest expense, net | (946,751) | |||
Income (loss) before income tax expense | (1,960,181) | |||
Income tax expense | ||||
Net income (loss) | (1,960,181) | |||
Less: | ||||
Net income attributable to noncontrolling interest in properties | ||||
Net income attributable to Predecessor | ||||
Net loss attributable to Operating Partnership unitholders' noncontrolling interests | 462,968 | |||
Net loss attributable to common stockholders | $ (1,497,213) | |||
Predecessor [Member] | ||||
Revenues | ||||
Rental income | 2,249,355 | |||
Tenant reimbursements | 348,075 | |||
Fee and other income | 427,959 | |||
Total revenues | 3,025,389 | |||
Operating Expenses: | ||||
Real estate taxes | 358,693 | |||
Property operating expenses | 357,779 | |||
General and administrative | 501,204 | |||
Depreciation and amortization | 725,756 | |||
Total operating expenses | 1,943,432 | |||
Income (loss) from operations | 1,081,957 | |||
Interest expense, net: | ||||
Contractual interest expense | (570,819) | |||
Amortization of deferred financing costs | (4,773) | |||
Loss on early extinguishment of Predecessor debt | ||||
Interest income | 1,134 | |||
Total interest expense, net | (574,458) | |||
Income (loss) before income tax expense | 507,499 | |||
Income tax expense | (39,749) | |||
Net income (loss) | 467,750 | |||
Less: | ||||
Net income attributable to noncontrolling interest in properties | (4,336) | |||
Net income attributable to Predecessor | $ 463,414 |
Organization and Description _4
Organization and Description of Business (Details Narrative) | May 18, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)properties | May 15, 2019$ / sharesshares |
Business Description and Basis of Presentation [Line Item] | |||
Common stock, shares authorized | shares | 600,000,000 | ||
Common stock, par value | $ / shares | $ 0.01 | ||
Percentage of interest in operating partnership | 76.90% | ||
IPO [Member] | |||
Business Description and Basis of Presentation [Line Item] | |||
Common stock, shares authorized | shares | 500,000,000 | ||
Common stock, par value | $ / shares | $ 0.01 | ||
Common stock, shares issued | shares | 27,206 | ||
Preferred stock, shares authorized | shares | 100,000,000 | ||
Sold IPO | shares | 4,500,000 | ||
Public offering price | $ / shares | $ 17 | ||
Gross proceeds from initial public offering | $ | $ 76,500,000 | ||
Net proceeds of initial public offering | $ | 71,100,000 | $ 71,100,000 | |
Underwriting discounts | $ | 5,400,000 | ||
Repayment of outstanding indebtedness | $ | $ 31,700,000 | ||
Formation transactions, description | The initial properties and other interests were contributed in exchange for 1,333,112 OP Units, 637,058 shares of Class A common stock, 27,206 shares of Voting Equivalency stock and $1.9 million of cash. In addition, the Operating Partnership purchased 81 postal properties (the “Acquisition Properties”) in exchange for $26.9 million in cash, including approximately $1.0 million paid to Mr. Spodek, the Company’s chief executive officer and a director for his non-controlling ownership in nine of the Acquisition Properties. | ||
Other expenses | $ | $ 6,400,000 | ||
Postal Realty Management [Member] | |||
Business Description and Basis of Presentation [Line Item] | |||
Number of properties managed | properties | 400 | ||
USPS [Member] | |||
Business Description and Basis of Presentation [Line Item] | |||
Number of properties | properties | 726 | ||
Number of States | properties | 47 | ||
Postal Realty Trust, Inc. [Member] | |||
Business Description and Basis of Presentation [Line Item] | |||
Organization date | Nov. 19, 2018 | ||
NPM [Member] | |||
Business Description and Basis of Presentation [Line Item] | |||
Formation date | Nov. 17, 2004 | ||
LLCs, UPH and the limited partnership [Member] | |||
Business Description and Basis of Presentation [Line Item] | |||
Description of post office properties | The Company owned a portfolio of 726 postal properties located in 47 states. Our properties are primarily leased to a single tenant, the United States Postal Service (the "USPS"). | ||
LLCs, UPH and the limited partnership [Member] | Predecessor [Member] | |||
Business Description and Basis of Presentation [Line Item] | |||
Description of post office properties | For the periods prior to May 17, 2019, the Predecessor, through the LLCs, UPH and the limited partnership, owned 190 postal properties in 33 states. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Buildings and improvements [Member] | |
Estimated useful lives, years | 40 years |
Equipment and fixtures [Member] | Minimum [Member] | |
Estimated useful lives, years | 5 years |
Equipment and fixtures [Member] | Maximum [Member] | |
Estimated useful lives, years | 10 years |
Tenant Improvements [Member] | |
Estimated useful lives, description | Shorter of useful life or applicable lease term |
In-place lease value [Member] | |
Estimated useful lives, description | Remaining non-cancellable term of the in-place lease |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Cash | $ 2,211,677 | $ 12,475,537 | |
Escrows and reserves: | |||
Maintenance reserve | 696,083 | 663,339 | |
Real estate tax reserve | 303,824 | ||
ESPP reserve | 58,750 | 44,727 | |
Cash and escrows and reserves | $ 3,270,334 | $ 13,183,603 | $ 861,875 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Textual) | ||
Potentially dilutive shares outstanding | 2,849,804 | 2,277,466 |
Secured borrowings | $ 47,100,000 | $ 3,200,000 |
Principal balance | $ 47,000,000 | $ 3,200,000 |
Concentration of credit risks, description | The Company's properties were leased primarily to a single tenant, the USPS. For the year ended December 31, 2020, our total rental income of $20.3 million was concentrated in the following state: Pennsylvania (10.0%). | For the year ended December 31, 2019, our total rental income of $8.9 million was concentrated in the following states: Texas (14.2%), Massachusetts (14.0%), Wisconsin (12.9%) and Pennsylvania (9.9%). |
Investment in a direct financing lease | $ 500,000 | |
Investment effective interest rate | 7.89% | |
Issue of common units of limited partnership | 1,333,112 | |
Long term incentive units | 114,706 | |
ROU asset | $ 1,100,000 | |
Lease liability | $ 1,100,000 | |
Certain sellers [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Issue of common units of limited partnership | 483,333 | 824,350 |
Real Estate Acquisitions (Detai
Real Estate Acquisitions (Details) | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2020USD ($)properties | [2] | Sep. 30, 2020USD ($)properties | [3] | Jun. 30, 2020USD ($)properties | [4] | Mar. 31, 2020USD ($)properties | [5],[6],[7] | Dec. 31, 2019USD ($)properties | [9] | Sep. 30, 2019USD ($)properties | Jun. 30, 2019USD ($)properties | [10] | Mar. 31, 2019USD ($)properties | [11] | Dec. 31, 2020USD ($)properties | Dec. 31, 2019USD ($)properties | |||||
Total purchase price | $ 63,905,369 | [1] | $ 27,054,226 | [1] | $ 10,608,114 | [1] | $ 30,525,974 | [1] | $ 46,377,093 | [8] | $ 11,075,173 | [8] | $ 27,304,055 | [8] | $ 645,120 | [8] | $ 132,093,683 | [1] | $ 85,401,441 | [8] | |
Number of Properties | properties | 36 | 122 | 19 | 83 | 177 | 18 | 81 | 1 | 260 | 277 | |||||||||||
Land [Member] | |||||||||||||||||||||
Total purchase price | $ 7,699,168 | $ 6,074,837 | $ 2,555,428 | $ 4,825,507 | $ 8,320,008 | $ 2,619,719 | $ 6,789,589 | $ 179,202 | $ 21,154,940 | $ 17,908,518 | |||||||||||
Building and Improvements [Member] | |||||||||||||||||||||
Total purchase price | 51,059,098 | 19,426,255 | 7,344,021 | 24,572,597 | 35,658,446 | 8,306,781 | 18,774,918 | 456,550 | 102,401,971 | 63,196,695 | |||||||||||
Tenant Improvements [Member] | |||||||||||||||||||||
Total purchase price | 1,200,518 | 316,541 | 54,894 | 293,726 | 447,929 | 190,343 | 259,640 | 18,166 | 1,865,679 | 916,078 | |||||||||||
In-place lease intangibles [Member] | |||||||||||||||||||||
Total purchase price | 4,627,028 | 2,300,575 | 692,705 | 2,477,174 | 3,383,050 | 982,974 | 2,227,870 | 69,504 | 10,097,482 | 6,663,398 | |||||||||||
Above-market leases [Member] | |||||||||||||||||||||
Total purchase price | 37,290 | 7,148 | 14,680 | 6,338 | 44,438 | 21,018 | |||||||||||||||
Below-market leases [Member] | |||||||||||||||||||||
Total purchase price | (680,443) | (1,067,886) | (38,934) | (1,616,080) | $ (1,447,020) | $ (1,024,644) | $ (754,300) | $ (78,302) | (3,403,343) | $ (3,304,266) | |||||||||||
Other [Member] | |||||||||||||||||||||
Total purchase price | [12] | $ (33,386) | $ (34,098) | $ (67,484) | |||||||||||||||||
[1] | Includes acquisition costs of $0.3 million for the three months ended March 31, 2020, $0.2 million for the three months ended June 30, 2020, $0.8 million for the three months ended September 30, 2020 and $1.3 million for the three months ended December 31, 2020 | ||||||||||||||||||||
[2] | Includes the acquisition of 35 postal properties in various states in individual or portfolio transactions for approximately $16.3 million, including closing costs, which was funded with borrowings under our Credit Facility. In addition, the Company acquired an industrial property ("Industrial Facility") for a total of $47.6 million, including closing costs, primarily leased to the USPS. The property was initially funded with borrowings under our Credit Facility. Refer to Note 5 for a discussion of the subsequent property level financing related to the acquisition. | ||||||||||||||||||||
[3] | Includes the acquisition of 122 postal properties in various states in individual or portfolio transactions for approximately $27.1 million, including closing costs, which was funded with borrowings under our Credit Facility. In addition, the Company closed on one postal property which is a direct financing lease and is included in "Investment in financing lease, net" on the Company's Consolidated Balance Sheets. | ||||||||||||||||||||
[4] | Includes the acquisition of a 13-property portfolio leased to the USPS in various states for approximately $7.2 million, including closing costs. In addition, the Company purchased six postal properties in individual or smaller portfolio transactions for approximately $3.4 million, including closing costs. | ||||||||||||||||||||
[5] | Includes the acquisition of 20 postal properties in individual or smaller portfolio transactions for approximately $8.1 million, including closing costs. | ||||||||||||||||||||
[6] | Includes the acquisition of a 21-property portfolio leased to the USPS. The contract purchase price for the portfolio was $13.8 million, exclusive of closing costs, and giving effect to 483,333 OP Units issued to the sellers at a value of $17.00 per unit. The closing price of the Company's common stock on January 10, 2020 was $16.39; therefore, total consideration at closing, including closing costs, was approximately $13.6 million of which $7.9 million represented the non-cash consideration (the value of the OP Units) issued to the sellers. | ||||||||||||||||||||
[7] | Includes the acquisition of a 42-property portfolio leased to the USPS. The aggregate purchase price of such portfolio was approximately $8.8 million, including closing costs, which was funded with borrowings under our Credit Facility. | ||||||||||||||||||||
[8] | Include acquisition costs of $10,120 for the three months ended March 31, 2019, $0.4 million for the three months ended June 30, 2019, $0.1 million for the three months ended September 30, 2019 and $0.8 million for the three months ended December 31, 2019. | ||||||||||||||||||||
[9] | Includes the acquisition of a 113-building portfolio leased to the USPS. The contract purchase price for the portfolio was $31.4 million, excluding closing costs, and included 824,350 OP Units to be issued to the sellers at a value of $17.00 per unit. The closing price of the Company's common stock on November 22, 2019 was $16.05; therefore, total consideration at closing, excluding closing costs was approximately $30.6 million of which $13.2 million represented the non-cash consideration (the value of the OP Units) issued to the sellers. | ||||||||||||||||||||
[10] | The Company acquired the Acquisition Properties in connection with the IPO. | ||||||||||||||||||||
[11] | The property was acquired by the Predecessor. | ||||||||||||||||||||
[12] | Includes an intangible liability related to unfavorable operating leases on three properties that is included in "Accounts Payable, accrued expenses and other" on the Company's Consolidated Balance Sheets. |
Real Estate Acquisitions (Det_2
Real Estate Acquisitions (Details Narrative) | 3 Months Ended | |||||||
Dec. 31, 2020USD ($)properties | Sep. 30, 2020USD ($)properties | Jun. 30, 2020USD ($)properties | Mar. 31, 2020USD ($)properties | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | |
Real Estate Acquisitions (Textual) | ||||||||
Acquisition costs | $ 1,300,000 | $ 800,000 | $ 200,000 | $ 300,000 | $ 800,000 | $ 100,000 | $ 400,000 | $ 10,120 |
Acquisition of portfolio acquired, description | The acquisition of a 21-property portfolio leased to the USPS. The contract purchase price for the portfolio was $13.8 million, exclusive of closing costs, and giving effect to 483,333 OP Units issued to the sellers at a value of $17.00 per unit. The closing price of the Company’s common stock on January 10, 2020 was $16.39; therefore, total consideration at closing, including closing costs, was approximately $13.6 million of which $7.9 million represented the non-cash consideration (the value of the OP Units) issued to the sellers. | The acquisition of a 113-building portfolio leased to the USPS. The contract purchase price for the portfolio was $31.4 million, excluding closing costs, and included 824,350 OP Units to be issued to the sellers at a value of $17.00 per unit. The closing price of the Company’s common stock on November 22, 2019 was $16.05; therefore, total consideration at closing, excluding closing costs was approximately $30.6 million of which $13.2 million represented the non-cash consideration (the value of the OP Units) issued to the sellers. | ||||||
Number of postal properties | properties | 35 | 20 | ||||||
Number of acquired postal property | properties | 122 | 13 | 42 | |||||
Acquired, Postal Properties, including closing costs | $ 16,300,000 | $ 27,100,000 | $ 7,200,000 | $ 8,800,000 | ||||
Acquired, Postal Properties in individual or smaller portfolio transactions, including closing costs | $ 8,100,000 | |||||||
Additional acquired, Postal Properties, including closing costs | $ 47,600,000 | $ 3,400,000 |
Intangible Assets and Liabili_3
Intangible Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
In-place lease intangibles [Member] | ||
Gross Asset (Liability) | $ 24,165,476 | $ 13,788,024 |
Accumulated (Amortization)/Accretion | (11,143,001) | (6,472,157) |
Net Carrying Amount | 13,022,475 | 7,315,867 |
Above-market leases [Member] | ||
Gross Asset (Liability) | 85,058 | 40,620 |
Accumulated (Amortization)/Accretion | (34,959) | (18,496) |
Net Carrying Amount | 50,099 | 22,124 |
Below-market leases [Member] | ||
Gross Asset (Liability) | (12,075,644) | (8,672,301) |
Accumulated (Amortization)/Accretion | 3,349,607 | 2,071,182 |
Net Carrying Amount | $ (8,726,037) | $ (6,601,119) |
Intangible Assets and Liabili_4
Intangible Assets and Liabilities (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total | $ 13,022,475 | $ 7,315,867 |
In-place lease intangibles [Member] | ||
2021 | 4,730,448 | |
2022 | 3,106,464 | |
2023 | 2,218,914 | |
2024 | 1,519,962 | |
2025 | 870,699 | |
Thereafter | 575,988 | |
Total | 13,022,475 | |
Above-market leases [Member] | ||
2021 | 15,541 | |
2022 | 13,260 | |
2023 | 10,626 | |
2024 | 7,884 | |
2025 | 2,788 | |
Thereafter | ||
Total | 50,099 | |
Below-market leases [Member] | ||
2021 | (1,446,534) | |
2022 | (1,300,356) | |
2023 | (1,142,993) | |
2024 | (979,047) | |
2025 | (859,068) | |
Thereafter | (2,998,039) | |
Total | $ (8,726,037) |
Intangible Assets and Liabili_5
Intangible Assets and Liabilities (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets and Liabilities (Textual) | ||
Amortization of in-place intangibles | $ 4,670,844 | $ 2,083,458 |
Amortization of acquired above market leases | 20,000 | 10,000 |
Amortization of acquired below market leases | $ 1,300,000 | $ 500,000 |
In-Place Lease Intangibles [Member] | ||
Intangible Assets and Liabilities (Textual) | ||
Weighted average amortization period | 3 years 9 months 18 days | |
Above Market Leases [Member] | ||
Intangible Assets and Liabilities (Textual) | ||
Weighted average amortization period | 3 years 8 months 12 days | |
Below Market Leases [Member] | ||
Intangible Assets and Liabilities (Textual) | ||
Weighted average amortization period | 7 years 8 months 12 days |
Debt (Details)
Debt (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Mortgage level debt | $ 46,628,626 | $ 3,211,004 | |
Revolving credit facility | 78,000,000 | 54,000,000 | |
Total Principal | 125,035,656 | 57,246,062 | |
Unamortized deferred financing costs | (407,030) | (35,058) | |
Total Debt | 124,628,626 | 57,211,004 | |
Revolving Credit Facility [Member] | |||
Revolving credit facility | [1] | $ 78,000,000 | 54,000,000 |
Interest Rate, description | [1],[2] | LIBOR+170bps | |
Maturity Date | [1] | Sep. 30, 2023 | |
Vision Bank [Member] | |||
Mortgage level debt | [3] | $ 1,458,450 | 1,522,672 |
Interest Rate | [3] | 4.00% | |
Maturity Date | [3] | Sep. 30, 2036 | |
First Oklahoma Bank [Member] | |||
Mortgage level debt | [4] | $ 364,077 | 378,005 |
Interest Rate | [4] | 4.50% | |
Maturity Date | [4] | Dec. 31, 2037 | |
Vision Bank - 2018 [Member] | |||
Mortgage level debt | [5] | $ 868,818 | 900,385 |
Interest Rate | [5] | 5.00% | |
Maturity Date | [5] | Jan. 31, 2038 | |
Seller Financing [Member] | |||
Mortgage level debt | [6] | $ 445,000 | 445,000 |
Interest Rate | [6] | 6.00% | |
Maturity Date | [6] | Jan. 31, 2025 | |
First Oklahoma Bank - April 2020 [Member] | |||
Mortgage level debt | [7] | $ 4,522,311 | |
Interest Rate | [7] | 4.25% | |
Maturity Date | [7] | Apr. 30, 2040 | |
First Oklahoma Bank- June 2020 [Member] | |||
Mortgage level debt | [8] | $ 9,152,000 | |
Interest Rate | [8] | 4.25% | |
Maturity Date | [8] | Jun. 30, 2040 | |
AIG - December 2020 [Member] | |||
Mortgage level debt | [9] | $ 30,225,000 | |
Interest Rate | [9] | 2.80% | |
Maturity Date | [9] | Jan. 31, 2031 | |
[1] | On September 27, 2019, the Company entered into a credit agreement (as amended, the "Credit Agreement") with People's United Bank, National Association, individually and as administrative agent, BMO Capital Markets Corp., as syndication agent, and certain other lenders. The Credit Agreement provides 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 Credit Agreement in order to exercise a portion of the Accordion Feature to increase the maximum amount available under the 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 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 (as defined in such amendment). On November 24, 2020, the Company further amended the 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 (as defined in such amendment). The interest rates applicable to loans under the Credit Facility are, 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, the Company paid, for the period through and including the calendar quarter ended March 31, 2020, an unused facility fee on the revolving commitments under the 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 Credit Facility. During the years ended December 31, 2020 and 2019, the Company incurred $0.3 million and $0.1 million, respectively, of unused fees related to the Credit Facility. The Company's ability to borrow under the Credit Facility is subject to ongoing compliance with a number of customary affirmative and negative covenants. As of December 31, 2020, the Company was in compliance with all of the Credit Facility's debt covenants. | ||
[2] | As of December 31, the one-month LIBOR rate was 0.15%. | ||
[3] | Five properties are collateralized under this loan as of December 31 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, 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] | 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%. | ||
[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%. | ||
[9] | The Company obtained a $30.2 million property level financing on one property, at a fixed interest rate of 2.80% with interest only payments for the first five years and fixed payments of principal and interest thereafter based on a 30-year amortization schedule. |
Debt (Details 1)
Debt (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2021 | $ 220,497 | |
2022 | 701,228 | |
2023 | 78,735,838 | |
2024 | 767,608 | |
2025 | 804,469 | |
Thereafter | 43,806,016 | |
Total | $ 125,035,656 | $ 57,246,062 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Sep. 27, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Mortgage Loans Payable (Textual) | |||
Weighted average maturity date for secured borrowing | 6 years 7 months 6 days | 15 years 8 months 12 days | |
Cash paid for interest | $ 2,300,000 | $ 1,100,000 | |
Revolving Credit Facility [Member] | |||
Mortgage Loans Payable (Textual) | |||
Revolving credit facility | $ 100,000,000 | ||
Maximum borrowing facility | $ 200,000,000 | ||
Credit facility, maturity | Sep. 27, 2023 | ||
Interest rate, description | The interest rates applicable to loans under the Credit Facility are, 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, the Company paid, for the period through and including the calendar quarter ended March 31, 2020, an unused facility fee on the revolving commitments under the 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 Credit Facility. | ||
Percentage of interest rate | 0.15% | ||
Unused facility fee | $ 300,000 | $ 100,000 | |
Maximum increase in borrowing capacity | $ 100,000,000 | ||
First Oklahoma Bank [Member] | |||
Mortgage Loans Payable (Textual) | |||
Debt, description | 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%. | ||
Vision Bank [Member] | |||
Mortgage Loans Payable (Textual) | |||
Interest rate, description | Five properties are collateralized under this loan as of December 31, 2020 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%. | ||
Vision Bank - 2018 [Member] | |||
Mortgage Loans Payable (Textual) | |||
Debt, description | 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%. | ||
Seller Financing [Member] | |||
Mortgage Loans Payable (Textual) | |||
Payment frequency, description | 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. | ||
First Oklahoma Bank - April 2020 [Member] | |||
Mortgage Loans Payable (Textual) | |||
Maximum borrowing facility | $ 4,500,000 | ||
Percentage of interest rate | 4.25% | ||
First Oklahoma Bank- June 2020 [Member] | |||
Mortgage Loans Payable (Textual) | |||
Percentage of interest rate | 4.25% | ||
AIG - December 2020 [Member] | |||
Mortgage Loans Payable (Textual) | |||
Debt, description | The loan is secured by a cross-collateralized and cross-defaulted first mortgage lien on the Industrial Property. 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. |
Leases (Details)
Leases (Details) | Dec. 31, 2020USD ($) | [3] |
Leases, Operating [Abstract] | ||
2021 | $ 24,735,911 | [1],[2] |
2022 | 21,435,331 | |
2023 | 18,766,322 | |
2024 | 15,338,186 | |
2025 | 10,199,204 | |
Thereafter | 7,444,767 | |
Total | $ 97,919,721 | |
[1] | As of December 31, 2020, the leases at 15 of our properties were expired, and the USPS was occupying such properties as a holdover tenant. In addition, the lease at one of our properties is a month to month lease. Holdover rent is typically paid as the greater of estimated market rent or the rent amount due under the expired lease. Subsequent to December 31, 2020, we have executed all leases for these properties. | |
[2] | The Company has received notice on one property which the USPS intends to vacate in August 2021. | |
[3] | The above minimum lease payments to be received do not include reimbursements from tenants for real estate taxes and other reimbursed expenses. |
Leases (Details 1)
Leases (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases, Operating [Abstract] | ||
Total minimum lease payment receivable | $ 1,010,091 | |
Less: unearned income | (495,045) | |
Investment in financing lease, net | $ 515,046 |
Leases (Details 2)
Leases (Details 2) | Dec. 31, 2020USD ($) |
Direct Financing Lease [Abstract] | |
2021 | $ 45,500 |
2022 | 45,500 |
2023 | 45,500 |
2024 | 45,500 |
2025 | 45,500 |
Thereafter | 782,591 |
Total | $ 1,010,091 |
Leases (Details 3)
Leases (Details 3) | Dec. 31, 2020USD ($) |
Leases, Operating [Abstract] | |
2021 | $ 23,600 |
2022 | 23,600 |
2023 | 23,600 |
2024 | 24,160 |
2025 | 25,840 |
Thereafter | 1,156,200 |
Total | $ 1,277,000 |
Leases (Details Narrative)
Leases (Details Narrative) | 12 Months Ended |
Dec. 31, 2020properties | |
Leases, Operating [Textual] | |
Lease expiration, description | Certain leases have expired and the balance expire at various dates through November 30, 2029. |
Number of holdover properties | 15 |
Operating lease, properties leased, description | All of our properties are 100% leased to the USPS with the exception of the multi tenanted Industrial Facility. |
Lease rental received percentage | 100.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||
Federal | $ (83,128) | |
State | (22,517) | |
Total current expense | (105,645) | |
Deferred: | ||
Federal | 51,371 | |
State | 14,525 | |
Total deferred benefit | 65,896 | |
Total income tax (expense) benefit | $ (89,342) | $ (39,749) |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Tax expense at Federal statutory rates | 21.00% |
Flow-through entities | 6.20% |
REIT non-taxable income | (28.30%) |
State taxes | (0.20%) |
Valuation allowance | (0.30%) |
Uncertain tax position ("FIN 48") | (1.10%) |
Total US Federal income tax rate | (2.70%) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Gross unrecognized tax benefits, beginning of year | $ 488,277 | $ 578,860 |
Additions based on tax positions taken in the current year | 51,418 | |
Decreases based on positions taken in prior year | (95,818) | (148,685) |
Increases based on tax positions taken in prior periods | 6,684 | |
Additions based on tax positions taken in prior periods | (28,275) | |
Total | $ 364,184 | $ 488,277 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Unrecognized tax benefits reversed | $ 100,000 | ||
Income tax (expense) benefit | $ 89,342 | $ 39,749 | |
Benefit due to finalizing tax filing related to UPH | $ 10,000 | ||
Unrecognized tax benifits, description | The Company's consolidated balance sheets reflect a liability for unrecognized tax benefits in the amounts of $0.4 million, primarily related to the utilization of certain loss carryforwards by UPH through May 16, 2019. For the years ended December 31, 2020 and 2019, the Company has accrued interest and penalties of $0.07 million and $0.06 million, respectively. These balances are included in the combined consolidated balance sheets in accounts payable, accrued expenses and other liabilities. As of December 31, 2020, the Company estimates that unrecognized tax benefits may decrease by approximately $0.2 million within twelve months of the balance sheet date due to expiring statutes of limitation. | ||
Cash paid for taxes | $ 100,000 | 20,000 | |
Postal Realty Management [Member] | |||
Income tax (expense) benefit | $ 70,000 | 0 | |
Predecessor [Member] | Postal Realty Management [Member] | |||
Income tax (expense) benefit |
Related Party Transactions (Det
Related Party Transactions (Details) | Dec. 31, 2020USD ($) |
Related Party Transactions [Abstract] | |
2021 | $ 188,869 |
2022 | 194,535 |
2023 | 200,371 |
2024 | 76,244 |
Total | $ 660,019 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | Oct. 01, 2018 | May 16, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transactions (Line Items) | |||||
Guarantees, description | Mr. Spodek, our chief executive officer, has personally guaranteed our loans with First Oklahoma Bank that were obtained prior to 2020 and Vision Bank, totaling $2.7 million and $2.8 million as of December 31, 2020 and December 31, 2019, 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 our interests and could result in a conflict of interest. | ||||
Postal Realty Management [Member] | |||||
Related Party Transactions (Line Items) | |||||
Management fee income | $ 600,000 | $ 1,100,000 | |||
Accrued management fees receivable | $ 80,000 | 300,000 | $ 80,000 | ||
New Lease [Member] | |||||
Related Party Transactions (Line Items) | |||||
Rental expenses | $ 200,000 | $ 100,000 | |||
Lease terms, description | 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. | ||||
Predecessor [Member] | Postal Realty Management [Member] | |||||
Related Party Transactions (Line Items) | |||||
Management fee income | $ 400,000 | ||||
Predecessor [Member] | Office Lease [Member] | |||||
Related Party Transactions (Line Items) | |||||
Monthly rent amount | $ 15,000 | ||||
Lease term | 5 years | ||||
Lease expire date | Sep. 30, 2023 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator for earnings per share - basic and diluted: | ||
Net loss attributable to common stockholders | $ (640,878) | $ (1,492,431) |
Less: Income attributable to participating securities | (345,899) | (54,223) |
Numerator for earnings per share - basic and diluted | $ (698,246) | $ (1,551,436) |
Denominator for earnings per share - basic and diluted | 7,013,621 | 5,164,264 |
Basic and diluted earnings per share | $ (0.10) | $ (0.30) |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
January 30, 2020 [Member] | ||
Declaration Date | Jan. 30, 2020 | |
Record Date | Feb. 14, 2020 | |
Date Paid | Feb. 28, 2020 | |
Amount Per Share | $ 0.17 | |
April 30, 2020 [Member] | ||
Declaration Date | Apr. 30, 2020 | |
Record Date | May 11, 2020 | |
Date Paid | May 29, 2020 | |
Amount Per Share | $ 0.20 | |
July 30, 2020 [Member] | ||
Declaration Date | Jul. 30, 2020 | |
Record Date | Aug. 14, 2020 | |
Date Paid | Aug. 31, 2020 | |
Amount Per Share | $ 0.205 | |
October 30, 2020 [Member] | ||
Declaration Date | Oct. 30, 2020 | |
Record Date | Nov. 16, 2020 | |
Date Paid | Nov. 30, 2020 | |
Amount Per Share | $ 0.215 | |
June 26, 2019 [Member] | Predecessor [Member] | ||
Declaration Date | Jun. 26, 2019 | |
Record Date | Jul. 9, 2019 | |
Date Paid | Jul. 31, 2019 | |
Amount Per Share | $ 0.0630 | |
November 5, 2019 [Member] | Predecessor [Member] | ||
Declaration Date | Nov. 5, 2019 | |
Record Date | Nov. 15, 2019 | |
Date Paid | Dec. 2, 2019 | |
Amount Per Share | $ 0.1400 |
Stockholder's Equity (Details 1
Stockholder's Equity (Details 1) | 12 Months Ended | |
Dec. 31, 2020$ / sharesshares | ||
Outstanding, at beginning of period | 268,850 | |
Granted | 302,747 | |
Vesting of restricted shares | (65,207) | [1] |
Forfeited | (16,673) | |
Outstanding, at end of period | 489,717 | |
Weighted Average Grant Date Fair Value | ||
Outstanding, at beginning of period | $ / shares | $ 16.96 | |
Granted | $ / shares | 14.20 | |
Vesting of restricted shares | $ / shares | 16.69 | [1] |
Forfeited | $ / shares | 15.83 | |
Outstanding, at end of period | $ / shares | $ 15.33 | |
Restricted Shares [Member] | ||
Outstanding, at beginning of period | 148,847 | [2],[3] |
Granted | 146,348 | [2],[3] |
Vesting of restricted shares | (65,207) | [1],[2],[3] |
Forfeited | (11,375) | [2],[3] |
Outstanding, at end of period | 218,613 | [2],[3] |
LTIP Units [Member] | ||
Outstanding, at beginning of period | 120,003 | [4] |
Granted | 94,303 | [4] |
Vesting of restricted shares | [1],[4] | |
Forfeited | (5,298) | [4] |
Outstanding, at end of period | 209,008 | [4] |
Restricted Stock Units (RSUs) [Member] | ||
Outstanding, at beginning of period | [5] | |
Granted | 62,096 | [5] |
Vesting of restricted shares | [1],[5] | |
Forfeited | [5] | |
Outstanding, at end of period | 62,096 | [5] |
[1] | Includes 52,497 of restricted shares that vested and 12,710 shares of restricted shares that were withheld to satisfy minimum statutory withholding requirements. | |
[2] | Represents restricted shares awards included in common stock. | |
[3] | The time-based restricted share awards granted to our 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 our directors' vest over one to three years. | |
[4] | LTIP units to our officers and employees typically vest over three to eight years. During the year ended December 31, 2020, 2,843 LTIPs issued to an employee vested as a result of a modification of the award as well as 13,708 LTIPs issued to the Company's CEO. In May 2020, pursuant to the Plan, the Company issued 27,365 LTIP Units to the Company's CEO in lieu of his salary payable for the period from the one-year anniversary of the IPO to December 31, 2020. LTIP Units issued to the Company's CEO in lieu of cash compensation cliff vest on the eighth anniversary of the date of grant. In connection with the termination of an employee and entering into a consultancy agreement, 10,787 restricted shares of Class A common stock and 5,298 LTIPs were forfeited. 6,931 shares of Class A common stock are issuable to such consultant under the consultancy agreement with the Company. | |
[5] | Includes 38,672 RSUs granted to certain officers of the Company during the year ended December 31, 2020 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, 2022. 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 13,253 time-based RSUs issued for 2019 incentive bonuses to certain employees that vested fully on February 14, 2020, the date of grant and 10,171 time-based RSUs granted to certain employees for their election to defer 2020 salary that vest on December 31, 2020. RSUs reflect the right to receive shares of Class A common stock, subject to the applicable vesting criteria. |
Stockholder's Equity (Details N
Stockholder's Equity (Details Narrative) - USD ($) | Jul. 15, 2020 | May 18, 2019 | Feb. 28, 2021 | Apr. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 29, 2021 |
Stockholder's Equity (Textual) | |||||||
Non-controlling interests OP Units | 2,640,795 | ||||||
Non-controlling interests LTIP Units | 209,009 | ||||||
Outstanding partnership percentage | 23.10% | ||||||
Remaining shares available for future issuance | 767,782 | ||||||
Maximum number of restricted shares | 541,584 | ||||||
Equity incentive plan, description | The Board of Directors amended the Equity Incentive 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. | ||||||
Total unrecognized compensation cost related to unvested awards | $ 5,400,000 | ||||||
Total recognized compensation expense | $ 2,400,000 | $ 1,000,000 | |||||
Expected to be recognized over a weighted average period | 3 years 10 months 3 days | ||||||
Granted to issue restricted shares | 52,497 | ||||||
Restricted shares withheld | 12,710 | ||||||
Fair vale of restricted shares | $ 1,100,000 | ||||||
Follow on public offering, description | The Company priced a public offering of 3.5 million shares of its Class A Common Stock (the "Follow-on Offering") at $13.00 per share. On July 17, 2020, the underwriters purchased an additional 521,840 shares pursuant to a 30-day option to purchase up to an additional 525,000 shares at $13.00 per share (the "Additional Shares"). The Follow-on Offering, including the Additional Shares, closed on July 20, 2020 resulting in $52.2 million in gross proceeds, and approximately $49.4 million in net proceeds after deducting approximately $2.9 million in underwriting discounts and before giving effect to $0.9 million in other estimated expenses relating to the Follow-on Offering. | ||||||
Subsequent Event [Member] | |||||||
Stockholder's Equity (Textual) | |||||||
Amount Per Share | $ 0.2175 | ||||||
Class A Common Stock [Member] | |||||||
Stockholder's Equity (Textual) | |||||||
Stockholder's Equity shares issued | 27,206 | ||||||
Common stock voting rights | Voting Equivalency stockholders, OP unitholders and LTIP unitholders, or $0.79 per share. | ||||||
Declared and paid dividends | $ 8,200,000 | ||||||
LTIP Units [Member] | |||||||
Stockholder's Equity (Textual) | |||||||
LTIP Units, description | The Board approved, and the Company declared and paid dividends of $1.4 million to Class A common stockholders, Voting Equivalency stockholders, OP unitholders and LTIP unitholders, or $0.203 per share as shown in the table below. | ||||||
IPO [Member] | |||||||
Stockholder's Equity (Textual) | |||||||
Stockholder's Equity shares issued | 4,500,000 | ||||||
Stockholder's Equity net proceeds | $ 71,100,000 | $ 71,100,000 | |||||
Stockholder underwriting discount | $ 5,400,000 | ||||||
Common stock voting rights | Each outstanding share of Voting Equivalency stock entitles its holder to 50 votes on all matters on which Class A common stockholders are entitled to vote, including the election of directors, and holders of shares of Class A common stock and Voting Equivalency stock will vote together as a single class. Shares of Voting Equivalency stock are convertible into shares of Class A common stock, on a one-for-one basis, at the election of the holder at any time. Additionally, one share of Voting Equivalency stock will automatically convert into one share of Class A common stock for each 49 OP Units transferred (including by the exercise of redemption rights afforded with respect to OP Units) to a person other than a permitted transferee. This ratio is a function of the fact that each share of Voting Equivalency stock entitles its holder to 50 votes on all matters on which Class A common stockholders are entitled to vote and maintains the voting proportion of holders of Voting Equivalency stock with the holder's economic interest in our Company. | ||||||
Other expenses | $ 6,400,000 | ||||||
IPO [Member] | Class A Common Stock [Member] | |||||||
Stockholder's Equity (Textual) | |||||||
Stockholder's Equity shares issued | 637,058 | ||||||
Minimum [Member] | |||||||
Stockholder's Equity (Textual) | |||||||
Maximum number of restricted shares | 541,584 | ||||||
Maximum [Member] | |||||||
Stockholder's Equity (Textual) | |||||||
Maximum number of restricted shares | 1,291,584 | ||||||
Non-controlling Interest [Member] | |||||||
Stockholder's Equity (Textual) | |||||||
OPU and LTIP, description | The Company issued 483,333 OP Units in January 2020 in connection with a portfolio that the Company acquired, 53,230 LTIP Units in February 2020 to the Company’s CEO for his 2019 incentive bonus, 13,708 LTIP Units in March 2020 to the Company’s CEO and 27,365 LTIP Units in May 2020 to the Company’s CEO for his salary for the period of May 18, 2020 to December 31, 2020. | ||||||
Officers and Employees [Member] | |||||||
Stockholder's Equity (Textual) | |||||||
Restricted share awards granted related, description | The time-based restricted share awards granted to our 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 our directors’ vest over one to three years. | ||||||
Restricted Stock and Other Awards [Member] | |||||||
Stockholder's Equity (Textual) | |||||||
Granted to issue restricted shares | 38,672 | ||||||
Restricted shares and LTIP issued | Includes 13,253 time-based RSUs issued for 2019 incentive bonuses to certain employees that vested fully on February 14, 2020, the date of grant and 10,171 time-based RSUs granted to certain employees for their election to defer 2020 salary that vest on December 31, 2020. RSUs reflect the right to receive shares of Class A common stock. | ||||||
Restricted Stock and Other Awards [Member] | Other Employees [Member] | |||||||
Stockholder's Equity (Textual) | |||||||
LTIP Units, description | LTIP units to our officers and employees typically vest over three to eight years. During the year ended December 31, 2020, 2,843 LTIPs issued to an employee vested as a result of a modification of the award as well as 13,708 LTIPs issued to the Company’s CEO. In May 2020, pursuant to the Plan, the Company issued 27,365 LTIP Units to the Company’s CEO in lieu of his salary payable for the period from the one-year anniversary of the IPO to December 31, 2020. LTIP Units issued to the Company’s CEO in lieu of cash compensation cliff vest on the eighth anniversary of the date of grant. In connection with the termination of an employee and entering into a consultancy agreement, 10,787 restricted shares of Class A common stock and 5,298 LTIPs were forfeited. 6,931 shares of Class A common stock are issuable to such consultant under the consultancy agreement with the Company. | ||||||
Restricted Stock and Other Awards [Member] | CEO [Member] | Subsequent Event [Member] | |||||||
Stockholder's Equity (Textual) | |||||||
Restricted shares and LTIP issued | The Company issued 118,305 LTIP Units to the Company’s CEO for his 2020 incentive bonus and his election to defer 100% of his 2021 annual salary, 71,591 restricted shares of Class A common stock to the Company’s president for his 2020 incentive bonus and his election to defer of a portion of his 2021 annual salary and 3,117 restricted shares of Class A common stock to our Chief Financial Officer for his election to defer a portion of his 2021 annual salary. In addition, in February 2021, in connection with the Equity Incentive Plan, the Company issued 17,239 restricted shares of Class A common stock for annual grants, 30,114 restricted stock units (each, an “RSU,” and collectively, “RSUs”) and 30,114 restricted shares of Class A common stock to other employees for 2020 incentive bonus and elections by certain employees to defer 2021 annual salary. RSUs reflect the right to receive shares of Class A common stock. RSUs issued for 2020 incentive bonuses will vest fully on the date of grant. RSUs issued in lieu of deferrals of 2020 annual salary cliff vest on December 31, 2021. LTIP Units issued to the Company’s CEO and restricted shares of Class A common stock issued to the president and Chief Financial Officer in lieu of cash compensation cliff vest on the eighth anniversary of February 1, 2021. Certain restricted shares of Class A common stock issued to employees will vest in three equal, annual installments on each of the first three anniversaries of the date of grant, while other restricted shares of Class A common stock issued to employees in lieu of cash compensation cliff will vest on the eighth anniversary of February 1, 2021. | ||||||
Restricted Stock and Other Awards [Member] | Officers [Member] | Subsequent Event [Member] | |||||||
Stockholder's Equity (Textual) | |||||||
Restricted shares and LTIP issued | The Company issued an aggregate of 18,954 LTIP Units, 27,760 of restricted shares of Class A common stock and 46,714 RSUs to certain officers of the Company. The LTIP Units and restricted shares of Class A common stock will vest in three equal, annual installments over the approximately three year period ending December 31, 2023, subject to continued employment with the Company and the RSUs are subject to the achievement of performance-based vesting conditions and continued employment with the Company. The RSUs are market-based awards and are subject to the achievement of performance-based 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. Such RSU recipients may earn up to 100% of the RSUs that were issued. Upon vesting pursuant to the terms of the RSUs, the RSUs that vest will be settled in shares of Class A common stock and the recipients will be entitled to receive the distributions that would have been paid with respect to a share of Class A common stock (for each share that vests) on or after the date the RSUs were initially granted. | ||||||
Employee Stock Purchase Plan [Member] | |||||||
Stockholder's Equity (Textual) | |||||||
Non-controlling interests OP Units | 2,157,462 | ||||||
Non-controlling interests LTIP Units | 120,004 | ||||||
Outstanding partnership percentage | 30.00% | ||||||
Equity incentive plan, description | The Code permits us to provide up to a 15% discount on the lesser of the fair market value of such shares of stock at the beginning of the offering period and the close of the offering period. | ||||||
Total recognized compensation expense | $ 20,000 | $ 20,000 | |||||
Total shares of common stock will be reserved for sale and authorized for issuance | 100,000 | ||||||
Granted to issue restricted shares | 7,189 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Feb. 03, 2021 | Jan. 11, 2021 | Mar. 30, 2021 | Jan. 29, 2021 | Jan. 21, 2021 |
Subsequent Events (Textual) | |||||
Follow on public offering, description | The Company priced a public offering of 3.25 million shares of its Class A Common Stock (the “Secondary 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 “Additional Shares”). The Secondary Follow-on Offering, including the 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 $0.3 million in other estimated expenses relating to the Secondary Follow-on Offering. | ||||
Scheduled to lease expire date | Feb. 28, 2022 | ||||
Maturity date | Feb. 28, 2027 | ||||
Acquisition of properties, description | the Company closed on the acquisitions of 54 postal properties for approximately $25.7 million during the period subsequent to December 31, 2020. | The Company received an executed early renewal notice for 135 properties under a master lease. | |||
Common stock dividend per share | $ 0.2175 | ||||
Common stock dividend paid | Feb. 26, 2021 | ||||
Common stock dividend record | Feb. 12, 2021 | ||||
Amount fully repaid to bank | $ 13,700,000 | ||||
Mortgages, description | The First Oklahoma Bank-April 2020 and First Oklahoma Bank-June 2020 mortgages. | ||||
Net credit facility activity | $ 10,500,000 | ||||
Amount drawn on credit facility | $ 67,500,000 |