Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 11, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Postal Realty Trust, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 13,343,616 | |
Amendment Flag | false | |
Entity Central Index Key | 0001759774 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity File Number | 001-38903 | |
Entity Incorporation, State or Country Code | MD | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Real estate properties, at cost: | ||
Land | $ 49,745 | $ 46,303 |
Building and improvements | 216,510 | 196,340 |
Tenant improvements | 4,830 | 4,428 |
Total real estate properties, at cost | 271,085 | 247,071 |
Less: Accumulated depreciation | (14,981) | (13,215) |
Total real estate properties, net | 256,104 | 233,856 |
Investment in financing lease, net | 514 | 515 |
Total investments | 256,618 | 234,371 |
Cash | 3,314 | 2,212 |
Rent and other receivables | 3,915 | 3,521 |
Prepaid expenses and other assets, net | 4,428 | 4,434 |
Escrow and reserves | 1,147 | 1,059 |
Deferred rent receivable | 278 | 216 |
In-place lease intangibles, net | 13,851 | 13,022 |
Above market leases, net | 96 | 50 |
Total Assets | 283,647 | 258,885 |
Liabilities: | ||
Secured borrowings, net | 33,055 | 46,629 |
Revolving credit facility | 64,500 | 78,000 |
Accounts payable, accrued expenses and other | 6,678 | 5,891 |
Below market leases, net | 8,814 | 8,726 |
Total Liabilities | 113,047 | 139,246 |
Commitments and Contingencies | ||
Equity: | ||
Class A common stock, par value $0.01 per share; 500,000,000 shares authorized, 13,326,514 and 9,437,197 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 133 | 95 |
Class B common stock, par value $0.01 per share; 27,206 shares authorized: 27,206 shares issued and outstanding as of March 31, 2021 and December 31, 2020 | ||
Additional paid-in capital | 151,114 | 100,812 |
Accumulated deficit | (11,730) | (8,917) |
Total Stockholders’ Equity | 139,517 | 91,990 |
Operating Partnership unitholders’ non-controlling interests | 31,083 | 27,649 |
Total Equity | 170,600 | 119,639 |
Total Liabilities and Equity | $ 283,647 | $ 258,885 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Class A common stock | ||
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 13,326,514 | 9,437,197 |
Common stock, shares outstanding | 13,326,514 | 9,437,197 |
Class B common stock | ||
Common stock, par value (in Dollars per share) | $ 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 Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||
Rental income | $ 8,487 | $ 4,902 |
Fee and other income | 378 | 296 |
Total revenues | 8,865 | 5,198 |
Operating expenses: | ||
Real estate taxes | 1,089 | 642 |
Property operating expenses | 910 | 407 |
General and administrative | 2,569 | 2,302 |
Depreciation and amortization | 3,169 | 2,035 |
Total operating expenses | 7,737 | 5,386 |
Income (loss) from operations | 1,128 | (188) |
Interest expense, net: | ||
Contractual interest expense | (645) | (728) |
Write-off and amortization of deferred financing fees | (145) | (104) |
Loss on early extinguishment of debt | (202) | |
Interest income | 1 | 1 |
Total interest expense, net | (991) | (831) |
Income (loss) before income tax expense | 137 | (1,019) |
Income tax expense | (11) | (10) |
Net income (loss) | 126 | (1,029) |
Net (income) loss attributable to Operating Partnership unitholders’ non-controlling interests | (23) | 352 |
Net income (loss) attributable to common stockholders | $ 103 | $ (677) |
Net income (loss) per share: | ||
Basic and Diluted (in Dollars per share) | $ 0 | $ (0.14) |
Weighted average common shares outstanding: | ||
Basic and Diluted (in Shares) | 12,448,326 | 5,174,569 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Equity (Deficit) | Total Stockholders’ equity | Operating Partnership unitholders’ non-controlling interests | Total |
Beginning Balance at Dec. 31, 2019 | $ 53 | $ 51,396 | $ (2,576) | $ 48,873 | $ 20,950 | $ 69,823 |
Beginning Balance (in Shares) at Dec. 31, 2019 | 5,313,110 | |||||
Issuance of OP Units in connection with a transaction | 7,922 | 7,922 | ||||
Issuance and amortization of equity-based compensation | $ 1 | 519 | 520 | 185 | 705 | |
Issuance and amortization of equity-based compensation (in Shares) | 103,463 | |||||
Issuance and amortization under ESPP | 53 | 53 | 53 | |||
Issuance and amortization under ESPP (in Shares) | 3,538 | |||||
Dividends declared | (923) | (923) | (478) | (1,401) | ||
Net income (loss) | (677) | (677) | (352) | (1,029) | ||
Reallocation of non-controlling interest | 2,219 | 2,219 | (2,219) | |||
Ending Balance at Mar. 31, 2020 | $ 54 | 54,187 | (4,176) | 50,065 | 26,008 | 76,073 |
Ending Balance (in Shares) at Mar. 31, 2020 | 5,420,111 | |||||
Beginning Balance at Dec. 31, 2020 | $ 95 | 100,812 | (8,917) | 91,990 | 27,649 | 119,639 |
Beginning Balance (in Shares) at Dec. 31, 2020 | 9,464,403 | |||||
Net proceeds from sale of common stock | $ 37 | 53,203 | 53,240 | 53,240 | ||
Net proceeds from sale of common stock (in Shares) | 3,737,500 | |||||
Issuance and amortization of equity-based compensation | $ 1 | 885 | 886 | 230 | 1,116 | |
Issuance and amortization of equity-based compensation (in Shares) | 149,121 | |||||
Issuance and amortization under ESPP | 66 | 66 | 66 | |||
Issuance and amortization under ESPP (in Shares) | 3,987 | |||||
Restricted stock withholdings | (21) | (21) | (21) | |||
Restricted stock withholdings (in Shares) | (1,291) | |||||
Dividends declared | (2,916) | (2,916) | (650) | (3,566) | ||
Net income (loss) | 103 | 103 | 23 | 126 | ||
Reallocation of non-controlling interest | (3,831) | (3,831) | 3,831 | |||
Ending Balance at Mar. 31, 2021 | $ 133 | $ 151,114 | $ (11,730) | $ 139,517 | $ 31,083 | $ 170,600 |
Ending Balance (in Shares) at Mar. 31, 2021 | 13,353,720 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Deficit) (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends declared | $ 0.2175 | $ 0.17 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 126 | $ (1,029) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation | 1,768 | 926 |
Amortization of in-place intangibles | 1,401 | 1,109 |
Write-off and amortization of deferred financing costs | 145 | 104 |
Amortization of above/below market leases | (377) | (316) |
Amortization of intangible liability | (4) | (1) |
Equity based compensation | 1,129 | 714 |
Loss on extinguishment of debt | 202 | |
Deferred rent receivable | (62) | (13) |
Other | 23 | 5 |
Non-cash lease expense | 4 | |
Changes in assets and liabilities: | ||
Rent and other receivables | 204 | (14) |
Prepaid expenses and other assets | 163 | 102 |
Accounts payable, accrued expenses and other | (201) | (200) |
Net cash provided by operating activities | 4,521 | 1,387 |
Cash flows from investing activities: | ||
Acquisition of real estate | (25,399) | (22,411) |
Repayment of financing lease | (1) | |
Escrows for acquisition and construction deposits | (298) | (689) |
Capital improvements | (372) | (48) |
Insurance proceeds related to property damage claims | 125 | |
Other investing activities | (63) | |
Net cash used in investing activities | (25,945) | (23,211) |
Cash flows from financing activities: | ||
Repayments of secured borrowings | (13,782) | (27) |
Proceeds from revolving credit facility | 24,500 | 14,000 |
Repayments of revolving credit facility | (38,000) | |
Repayments from other financing activity | (53) | (9) |
Net proceeds from issuance of shares | 53,725 | |
Deferred offering costs | (135) | |
Debt issuance costs | (5) | (386) |
Proceeds from issuance of ESPP shares | 53 | |
Shares withheld for payment of taxes on restricted share vesting | (21) | |
Distributions and dividends | (3,566) | (1,402) |
Other financing activities | (102) | |
Net cash provided by financing activities | 22,614 | 12,176 |
Net increase (decrease) in Cash and Escrows and Reserves | 1,190 | (9,648) |
Cash and Escrows and Reserves at the beginning of period | 3,271 | 13,184 |
Cash and Escrow and Reserves at the end of period | $ 4,461 | $ 3,536 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business Postal Realty Trust, Inc. (the “Company”) was organized in the state of Maryland on November 19, 2018. On May 17, 2019, the Company completed its initial public offering (“IPO”) of the Company’s Class A common stock, par value $0.01 per share (the “Class A common stock”). The Company contributed the net proceeds from the IPO to Postal Realty LP, a Delaware limited partnership (the “Operating Partnership”), in exchange for common units of limited partnership interest in the Operating Partnership (each, an “OP Unit,” and collectively, the “OP Units”). Both the Company and the Operating Partnership commenced operations upon completion of the IPO and certain related formation transactions (the “Formation Transactions”). Prior to the completion of the IPO and the Formation Transactions, the Company had no operations. The Company’s interest in the Operating Partnership entitles the Company to share in distributions from, and allocations of profits and losses of, the Operating Partnership in proportion to the Company’s percentage ownership of OP Units. As the sole general partner of the Operating Partnership, the Company has the exclusive power under the partnership agreement to manage and conduct the Operating Partnership’s business, subject to limited approval and voting rights of the limited partners. As of March 31, 2021, the Company held an approximately 81.8% interest in the Operating Partnership. As the sole general partner and the majority interest holder, the Company consolidates the financial position and results of operations of the Operating Partnership. The Operating Partnership is considered a variable interest entity (“VIE”) in which the Company is the primary beneficiary. The Company’s Predecessor (the “Predecessor”) was a combination of limited liability companies (the “LLCs”), one C-Corporation (“UPH”), one S-Corporation (“NPM”) and one limited partnership. The entities that comprised the Predecessor were majority owned and controlled by Mr. Spodek and his affiliates and were acquired by contribution to, or merger with, the Company and the Operating Partnership. The Predecessor did not represent a legal entity. The Predecessor and its related assets and liabilities were under common control and were contributed to the Operating Partnership in connection with the Company’s IPO. NPM was formed on November 17, 2004, for the purpose of managing commercial real estate properties. As of March 31, 2021, the Company owned a portfolio of 780 postal properties located in 47 states. The Company’s properties are primarily leased to a single tenant, the United States Postal Service (the “USPS”). In addition, through its taxable REIT subsidiary (“TRS”), Postal Realty Management TRS, LLC (“PRM”), the Company provides fee-based third party property management services for an additional 399 postal properties, which are owned by Mr. Spodek and his affiliates, his family members and their partners. The Company, until May 15, 2019, was authorized to issue up to 600,000,000 shares of common stock, par value $0.01 per share. On May 15, 2019, in connection with the IPO, the Company amended its articles of incorporation such that the Company is currently authorized to issue up to 500,000,000 shares of Class A common stock, 27,206 shares of Class B common stock, $0.01 par value per share (the “Class B common stock” or “Voting Equivalency stock”), and up to 100,000,000 shares of preferred stock. The Company believes it has been organized in conformity with, and has operated in a manner that has enabled it to meet, the requirements or qualification as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), and the Company elected to be taxed as a REIT under the Code commencing with the Company’s short taxable year ended December 31, 2019. As a REIT, the Company generally will not be subject to federal income tax to the extent that it distributes its REIT taxable income for each tax year to its stockholders. REITs are subject to a number of organizational and operational requirements. Pursuant to the Jumpstart Our Business Startups Act (the “JOBS Act”), the Company qualifies as an emerging growth company (“EGC”). An EGC may choose, as the Company has done, to take advantage of the extended private company transition period provided for complying with new or revised accounting standards that may be issued by the Financial Accounting Standards Board (“FASB”) or the Securities and Exchange Commission (the “SEC”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying Consolidated Financial Statements include the financial position and results of operations of the Company, the Operating Partnership and its wholly owned subsidiaries. The Company consolidates the Operating Partnership, a VIE in which the Company is considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. A non-controlling interest is defined as the portion of the equity in an entity not attributable, directly or indirectly, to the Company. Non-controlling interests are required to be presented as a separate component of equity in the Consolidated Balance Sheets. Accordingly, the presentation of net income (loss) reflects the income attributed to controlling and non-controlling interests. The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. This interim financial information should be read in conjunction with the Consolidated and Combined Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Management believes that all adjustments of a normal, recurring nature considered necessary for a fair presentation have been included. This interim financial information does not necessarily represent or indicate what the operating results will be for the year ending December 31, 2021. All material intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates. Offering and Other Costs Offering costs are recorded in “Stockholders’ equity” in the Company’s Consolidated Balance Sheets as a reduction of additional paid-in capital. Deferred Costs Financing costs related to the issuance of the Company’s secured long-term debt are deferred and amortized as an increase to interest expense over the term of the related debt instrument using the effective-interest method and are reported as a reduction of the related debt balance on the Consolidated Balance Sheets. Deferred financing costs related to the Company’s credit facility, 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 Statements of Cash Flows: As of March 31, December 31, (in thousands) Cash $ 3,314 $ 2,212 Escrows and reserves: Maintenance reserve 714 696 Real estate tax reserve 395 304 ESPP reserve 38 59 Cash and escrows and reserves $ 4,461 $ 3,271 Revenue Recognition The Company has operating lease agreements with tenants, some of which contain provisions for future rental increases. Rental income is recognized on a straight-line basis over the term of the lease. In addition, certain lease agreements provide for reimbursements from tenants for real estate taxes and other recoverable costs, which are recorded on an accrual basis as part of “Rental income” in the Company’s 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 the amount is determinable and approved by insurance company. Any amount of insurance recovery in excess of the amount of the losses incurred is considered a gain contingency and is not recorded in fee and other income until the amount is determinable and approved by insurance company. Insurance recoveries for business interruption for lost revenue or profit are accounted for as gain contingencies in their entirety, and therefore are not recorded in income until the amount is determinable and approved by insurance company. Revenue from direct financing leases is recognized over the lease term using the effective interest rate method. At lease inception, the Company records an asset within investments in the 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” in the Company’s Consolidated Statement of Operations and produces a constant periodic rate of return on the investment in direct financing lease, net. Fair Value of Financial Instruments The following disclosure of estimated fair value was determined by management using available market information and appropriate valuation methodologies. However, considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the assets and liabilities as of March 31, 2021 and December 31, 2020. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Cash, escrows and reserves, receivables, prepaid expenses, accounts payable and accrued expenses are carried at amounts which reasonably approximate their fair values as of March 31, 2021 and December 31, 2020 due to their short maturities. As of March 31, 2021 and December 31, 2020, the Company had an investment in a direct financing lease with a carrying value of $0.5 million and $0.5 million, respectively and an effective interest rate of 7.89%. The carrying value of the investment in a direct financing lease approximated the fair market value as of March 31, 2021 and 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 $33.3 million and $47.1 million as compared to the principal balance of $33.3 million and $47.0 million as of March 31, 2021 and December 31, 2020, 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 March 31, 2021 and December 31, 2020. Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since March 31, 2021 and current estimates of fair value may differ significantly from the amounts presented herein. Impairment The carrying value of real estate investments and related intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the asset’s carrying amount over its estimated fair value. Impairment analyses will be based on current plans, intended holding periods and available market information at the time the analyses are prepared. If estimates of the projected future cash flows, anticipated holding periods or market conditions change, the evaluation of impairment losses may be different and such differences may be material. The evaluation of anticipated cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. No impairments were recorded during the three months ended March 31, 2021 and 2020. Concentration of Credit Risks As of March 31, 2021, the Company’s properties were leased primarily to a single tenant, the USPS. For the three months ended March 31, 2021, the Company’s total rental income of $8.5 million was concentrated in Pennsylvania (19.6%). For the three months ended March 31, 2020, no state had a concentration of rental income over 10% as a percentage of total rental income. The ability of the USPS to honor the terms of their leases is dependent upon regulatory, economic, environmental or competitive conditions in any of these areas and could have an effect on the Company’s overall business results. The Company has deposited cash and maintains its bank deposits with large financial institutions in amounts that exceed federally insured limits. The Company has not experienced any losses in such accounts. Equity Based Compensation The Company accounts for equity-based compensation in accordance with ASC Topic 718 Compensation – Stock Compensation, which requires the Company to recognize an expense for the grant date fair value of equity-based awards. Equity-classified stock awards granted to employees and non-employees that have a service condition and/or a market condition are measured at fair value at date of grant and remeasured at fair value only upon a modification of the award. The Company will record forfeitures as they occur. The Company recognizes compensation expense on a straight-line basis over the requisite service period of each award, with the amount of compensation expense recognized at the end of a reporting period at least equal the portion of fair value of the respective award at grant date or modification date, as applicable, that has vested through that date. For awards with a market condition, compensation cost is not reversed if a market condition is not met so long as the requisite service has been rendered, as a market condition does not represent a vesting condition. See Note 10. Stockholder’s Equity for further details. Earnings per Share The Company calculates net income (loss) per share based upon the weighted average shares outstanding less issued and outstanding non-vested shares of Class A common stock for the period beginning May 17, 2019. Diluted earnings per share is calculated after giving effect to all potential dilutive shares outstanding during the period. There were 2,987,063 and 2,827,737 potentially dilutive shares outstanding related to the issuance of OP Units and LTIP Units held by non-controlling interests as of March 31, 2021 and 2020, respectively. Recently Adopted Accounting Pronouncements 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 was effective for the Company on January 1, 2021 as a result of its classification as an emerging growth company. The Company elected to utilize the following practical expedients provided by Topic 842, including: the package of practical expedients that allows an entity not to reassess upon adoption (i) whether an expired or existing contract contains a lease, (ii) whether a lease classification related to expired or existing lease arrangements, and (iii) whether costs incurred on expired or existing leases qualify as initial direct costs, and as a lessor, the practical expedient not to separate certain non-lease components, such as common area maintenance, from the lease component if the timing and pattern of transfer are the same for the non-lease component and associated lease component, and the lease component would be classified as an operating lease if accounted for separately. Topic 842 requires lessees to record most leases on their balance sheet through a right-of-use (“ROU”) model, in which a lessee records a ROU asset and a lease liability on their balance sheet. Leases that are less than 12 months do not need to be accounted for under the ROU model. Lessees will account for leases as financing or operating leases, with the classification affecting the timing and pattern of expense recognition in the income statement. Lease expense will be recognized based on the effective interest method for leases accounted for as finance leases and on a straight-line basis over the term of the lease for leases accounted for as operating leases. The accounting by a lessor under Topic 842 is largely unchanged from that of Topic 840. Under Topic 842, lessors will continue to account for leases as a sales-type, direct-financing, or operating. A lease will be treated as a sale if it is considered to transfer control of the underlying asset to the lessee. A lease will be classified as direct-financing if risks and rewards are conveyed without the transfer of control. Otherwise, the lease is treated as an operating lease. Topic 842 requires accounting for a transaction as a financing in a sale leaseback in certain circumstances, including when the seller-lessee is provided an option to purchase the property from the landlord at the tenant’s option. The Company expects that this provision could change the accounting for these types of leases in the future. Topic 842 also requires the Company to assess the probability of collecting substantially all of its rental revenue and make direct adjustments to rental revenue for operating lease receivables that are not believed to be collectible. Topic 842 also includes the concept of separating lease and non-lease components. Under Topic 842, non-lease components, such as common area maintenance, would be accounted for under Topic 606 and separated from the lease payments. However, the Company elected the lessor practical expedient allowing the Company to not separate these components when certain conditions are met. With this election the Company combined tenant reimbursements with rental income on its Consolidated Statements of Operations for the three months ended March 31, 2021. Upon adoption of the standard, the Company’s comparative statement of operations have been reclassified to conform to the new single component presentation of rental revenues and tenant reimbursements, classified within rental income in the Company’s consolidated statements of operations. During the three months ended March 31, 2021, the Company recorded a right of use asset and a related operating lease liability, each totaling approximately $1.2 million, related to one office lease and two ground leases. The right of use lease asset are included in “Prepaid expenses and other assets, net” and the operating lease liability are included in “Accounts payable, accrued expenses and other” on the Company's Consolidated Balance Sheets. Future Application of Accounting Standards 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 | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate [Abstract] | |
Real Estate Acquisitions | Note 3. Real Estate Acquisitions The following tables summarizes the Company’s acquisitions for the three months ended March 31, 2021. The purchase prices including transaction costs were allocated to the separately identifiable tangible and intangible assets and liabilities based on their relative fair values at the date of acquisition. The total purchase price including transaction costs was allocated as follows (in thousands): Three Months Ended Number of Land Building Tenant In-place Above- Below- Other (1) Total (2) 2021 March 31, 2021 (3) 54 $ 3,493 $ 19,793 $ 428 $ 2,201 $ 51 $ (474 ) $ 723 $ 26,215 Explanatory Notes (1) Represents an insurance receivable related to a property in a small portfolio that was destroyed by arson prior to acquisition by the Company. The Company will be rebuilding such property which remains under lease to the USPS using the insurance proceeds assigned by the seller to the Company. The receivable from the insurance company is included in “Accounts receivable and other receivables” in the Company’s Consolidated Balance Sheets. In April 2021, the insurance proceeds were received. (2) Includes acquisition costs of $0.5 million for the three months ended March 31, 2021. (3) Includes the acquisition of 54 postal properties in various states in individual or portfolio transactions for approximately $26.2 million, including closing costs, which was funded with borrowings under the Credit Facility. |
Intangible Assets and Liabiliti
Intangible Assets and Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Liabilities | Note 4. Intangible Assets and Liabilities The following table summarizes the Company’s intangible assets and liabilities as a result of the application of acquisition accounting: As of Gross Asset Accumulated Net (in thousands) March 31, 2021: In-place lease intangibles $ 26,395 $ (12,544 ) $ 13,851 Above-market leases 136 (40 ) 96 Below-market leases (12,545 ) 3,731 (8,814 ) December 31, 2020: In-place lease intangibles $ 24,165 $ (11,143 ) $ 13,022 Above-market leases 85 (35 ) 50 Below-market leases (12,076 ) 3,350 (8,726 ) Amortization of in-place lease intangibles was $1.4 million and $1.1 million for the three months ended March 31, 2021 and 2020, respectively. This amortization is included in “Depreciation and amortization” in the Company’s Consolidated Statements of Operations. Amortization of acquired above market leases was $0.01 million and $3,106 for the three months ended March 31, 2021 and 2020, respectively, and is included in “Rental income” in the Company’s Consolidated Statements of Operations. Amortization of acquired below market leases was $0.4 million and $0.3 million for the three months ended March 31, 2021 and 2020, respectively, and is included in “Rental income” in the Company’s Consolidated Statements of Operations. Future amortization/accretion of these intangibles is below (in thousands): Year Ending December 31, In-place lease Above-market Below-market 2021-Remaining $ 4,016 $ 20 $ (1,123 ) 2022 3,739 24 (1,323 ) 2023 2,612 22 (1,177 ) 2024 1,763 19 (996 ) 2025 1,018 11 (830 ) Thereafter 703 — (3,365 ) Total $ 13,851 $ 96 $ (8,814 ) |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 5. Debt The following table summarizes the Company’s indebtedness as of March 31, 2021 and December 31, 2020 (dollars in thousands): Outstanding Outstanding Interest Maturity Date Revolving Credit Facility (1) $ 64,500 $ 78,000 LIBOR+170bps (2) September 2023 Vision Bank (3) 1,442 1,459 4.00 % September 2036 First Oklahoma Bank (4) 360 364 4.50 % December 2037 Vision Bank – 2018 (5) 861 869 5.00 % January 2038 Seller Financing (6) 366 445 6.00 % January 2025 First Oklahoma Bank – April 2020 (7) — 4,522 4.25 % April 2040 First Oklahoma Bank – June 2020 (8) — 9,152 4.25 % June 2040 AIG – December 2020 (9) 30,225 30,225 2.80 % January 2031 Total Principal 97,754 125,036 Unamortized deferred financing costs (199 ) (407 ) Total Debt $ 97,555 $ 124,629 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 the Company’s option, equal to either a base rate plus a margin ranging from 0.7% to 1.4% per annum or LIBOR plus a margin ranging from 1.7% to 2.4% per annum, each based on a consolidated leverage ratio. In addition, the Company paid, for the period through and including the three months ended March 31, 2020, an unused facility fee on the revolving commitments under the 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 three months ended March 31, 2021 and 2020, the Company incurred $0.05 million and $0.2 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 March 31, 2021, the Company was in compliance with all of the Credit Facility’s debt covenants. (2) As of March 31, 2021, the one-month LIBOR rate was 0.11%. (3) Five properties are collateralized under this loan with Mr. Spodek as the guarantor. On September 8, 2021 and every five years thereafter, the interest rate will reset at a variable annual rate of Wall Street Journal Prime Rate (“Prime”) + 0.5%. (4) The loan is collateralized by first mortgage liens on four properties and a personal guarantee of payment by Mr. Spodek. Interest rate resets on December 31, 2022 to Prime + 0.25%. (5) The loan is collateralized by first mortgage liens on one property and a personal guarantee of payment by Mr. Spodek. Interest rate resets on January 31, 2023 to Prime + 0.5%. (6) In connection with the acquisition of a property, the Company obtained seller financing secured by the property in the amount of $0.4 million requiring five annual payments of principal and interest of $105,661 with the first installment due on January 2, 2021 based on a 6.0% interest rate per annum through January 2, 2025. (7) In connection with the purchase of a 13-property portfolio, the Company obtained $4.5 million of mortgage financing, at a fixed interest rate of 4.25% with interest only for the first 18 months, which resets in November 2026 to the greater of Prime or 4.25%. On February 3, 2021, the Company fully repaid this mortgage financing and wrote off $0.06 million of deferred financing to costs to loss on early extinguishment of debt. See the Company’s Consolidated Statement of Operations. (8) The loan is collateralized by first mortgage liens on 22 properties. Interest rates resets in January 2027 to the greater of Prime or 4.25%. On February 3, 2021, the Company fully repaid this mortgage financing and wrote off $0.15 million of deferred financing to costs to loss on early extinguishment of debt. See the Company’s Consolidated Statement of Operations. (9) The loan is secured by a cross-collateralized and cross-defaulted first mortgage lien on an industrial property located in Warrendale, PA (the “Industrial Facility”). The loan has a fixed interest rate of 2.80% with interest-only payments for the first five years and fixed payments of principal and interest thereafter based on a 30-year amortization schedule. The weighted average maturity date for the Company’s secured borrowing as of March 31, 2021 and December 31, 2020 was 5.1 years and 6.6 years, respectively. The scheduled principal repayments of indebtedness as of March 31, 2021 are as follows (in thousands): Year Ending December 31, Amount 2021 - Remaining $ 87 2022 205 2023 64,718 2024 229 2025 241 Thereafter 32,274 Total $ 97,754 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases, Operating [Abstract] | |
Leases | Note 6. Leases Lessor Accounting As of March 31, 2021, all of the Company’s properties are 100% leased to the USPS with the exception of the multi-tenant Industrial Facility. Certain leases have expired and the balance expire at various dates through November 30, 2029. Certain leases contain renewal and termination options exercisable at the lessee’s election. Therefore, such options are only recognized once they are deemed reasonably certain, typically at the time the option is exercised. All of the Company’s leases are operating leases with the exception of one that is a direct financing lease. The Company’s operating leases and direct financing lease are described below. Rental income related to the Company’s leases is recognized on a straight-line basis over the remaining lease term. The Company’s total revenue includes fixed base rental payments provided under the lease and variable payments which principally consist of tenant expense reimbursements for certain property operating expenses including real estate taxes. The Company elected the practical expedient to account for its lease and non-lease components as a single combined operating lease component under the new leasing standard. As a result, rental income and tenant reimbursements were aggregated into a single line within rental revenues in the consolidated statement of operations. For the three months ended March 31, 2021, the Company recognized $8.5 million of rental revenue related to its operating leases (in thousands): Fixed payments $ 7,345 Variable payments 1,142 $ 8,487 Future minimum lease payments to be received as of March 31, 2021 under non-cancellable operating leases for the next five years and thereafter are as follows: Year Ending December 31, Amount (1) (in thousands) 2021 – Remaining (2)(3) $ 20,944 2022 26,680 2023 24,242 2024 20,493 2025 14,629 Thereafter 12,804 Total $ 119,792 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 March 31, 2021, the leases at 11 of the Company’s properties were expired, and the USPS was occupying such properties as a holdover tenant. Holdover rent is typically paid as the greater of estimated market rent or the rent amount due under the expired lease. (3) The Company has received notice on one property which the USPS intends to vacate in August 2021. Direct Financing Lease As of March 31, 2021 and December 31, 2020, the Company has one direct financing lease agreement related to one of its postal properties. The components of the Company’s net investment in financing lease as of March 31, 2021 and December 31, 2020 are summarized in the table below (in thousands): As of As of Total minimum lease payment receivable $ 999 $ 1,010 Less: unearned income (485 ) (495 ) Investment in financing lease, net $ 514 $ 515 Future lease payments to be received under the Company’s direct financing lease as of March 31, 2021 for the next five years and thereafter are as follows: Year Ending December 31, Amount (in thousands) 2021 – Remaining $ 34 2022 46 2023 46 2024 46 2025 46 Thereafter 781 Total $ 999 Lessee Accounting As a lessee, the Company has ground and office leases which were classified as operating leases. On January 1, 2021 the Company adopted ASC 842 and recognized right-of-use assets of $1.2 million and lease liabilities of $1.2 million. The difference between the recorded right-of-use assets and lease liabilities is mainly due to the reclassification of the below market ground lease intangible asset which was included within the right-of-use assets recognized upon transition. As of March 31, 2021, these leases had remaining terms, including renewal options, of 3 to 36 years and a weighted average remaining lease term of 21 years. Operating right-of-use assets and lease liabilities are included in “Prepaid expenses and other assets, net” and “Accounts payable, accrued expense and other” in the Company’s Consolidated Balance Sheets as follows (in thousands): March 31, Right-of-use asset – operating leases $ 1,114 Lease liability – operating leases $ 1,142 Operating lease liabilities are measured at the commencement date based on the present value of future lease payments. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The Company used a weighted average discount rate of 4.25% based on the yield of its current borrowings in determining its lease liabilities. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. Operating lease expense for the three months ended March 31, 2021 was $0.06 million. Future minimum lease payments to be paid by the Company as a lessee for operating leases as of March 31, 2021 for the next five years and thereafter are as follows (in thousands): 2021 — Remaining $ 160 2022 218 2023 224 2024 100 2025 26 Thereafter 1,149 Total future minimum lease payments 1,877 Interest discount (735 ) Total $ 1,142 Future minimum ground lease payments under ASC 840 as of December 31, 2020 were as follows ( in thousands): Year Ending December 31, Amount 2021 $ 24 2022 24 2023 24 2024 24 2025 26 Thereafter 1,155 Total $ 1,277 Future minimum office lease payments under ASC 840 as of December 31, 2020 were as follows ( in thousands): Year Ending December 31, Amount 2021 $ 189 2022 195 2023 200 2024 76 Total $ 660 Impact of COVID-19 On March 11, 2020, the World Health Organization declared the outbreak of a coronavirus (COVID-19) 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 three months ended March 31, 2021, the Company received 100% of its rents and the Company believes there was no material impact caused by COVID-19 on the Company. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7. Income Taxes TRS In connection with the IPO, the Company and PRM jointly elected to treat PRM as a TRS. PRM performs management services, including for properties the Company does not own. PRM generates income, resulting in federal and state corporate income tax liability for PRM. For each of the three months ended March 31, 2021 and 2020, income tax expense related to PRM was $0.01 million. Other As of March 31, 2021 and December 31, 2020, the Company has unrecognized tax benefits of $0.4 million which is inclusive of interest and penalties and a corresponding indemnification asset which is recorded in prepaid expenses and other assets on the consolidated balance sheet. In connection with the IPO, the indirect sole shareholder of UPH agreed to reimburse the Company for unrecognized tax benefits primarily related to the utilization of certain loss carryforwards at UPH. The Company recorded an indemnification asset in the same amount as the unrecognized tax benefits. The indirect sole shareholder of UPH will be responsible for all tax related matters related to UPH. On March 27, 2020, the President signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act was enacted to provide economic relief to companies and individuals in response to the COVID-19 pandemic. Included in the CARES Act are tax provisions which increase allowable interest expense deductions for 2019 and 2020 and increase the ability for taxpayers to use net operating losses. While the Company does not expect these provisions to have a material impact on the Company’s taxable income or tax liabilities, the Company will continue to analyze the provisions of the CARES Act and related guidance as it is published. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8. Related Party Transactions Management Fee Income PRM recognized management fee income of $0.3 million for each of the three months ended March 31, 2021 and 2020. These amounts are included in “Fee and other income” in the Company’s Consolidated Statements of Operations. Accrued management fees receivable of $0.3 million as of March 31, 2021 and December 31, 2020 are included in “Rents and other receivables” in 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 each of the three months ended March 31, 2021 and 2020 was $0.05 million and was recorded in “General and administrative expenses” in the Company’s Consolidated Statements of Operations. The Company determined this lease was an operating lease. For further detail see Note 6 – Leases. Transfer of Real Property On May 28, 2020, the Company completed the separation of deed and transfer of the real property attributable to a de minimis non-postal tenant that shares space in a building leased to the USPS. At the time of the IPO a property located in Milwaukee, WI, a portion of which is leased to the USPS, was contributed to the Company. It was intended that the non-postal portion of the property would revert back to an entity affiliated with Mr. Spodek once a separation of the deed was completed. The portion of the property leased to the USPS remains owned by a wholly owned subsidiary of the Operating Partnership. The independent members of the Company’s Board of Directors ratified the no consideration transfer. Guarantees Mr. Spodek, the Company’s chief executive officer (the “CEO”), has personally guaranteed the Company’s loans with First Oklahoma Bank that were obtained prior to 2020 and Vision Bank, totaling $2.7 million as of March 31, 2021 and December 31, 2020. As a guarantor, Mr. Spodek’s interests with respect to the debt he is guaranteeing (and the terms of any repayment or default) may not align with the Company’s interests and could result in a conflict of interest. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2021 | |
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 (dollars in thousands, except share data) For the Three Months Ended March 31, 2021 2020 Numerator for earnings per share – basic and diluted: Net income (loss) attributable to common stockholders $ 103 $ (677 ) Less: Income attributable to participating securities (147 ) (71 ) Numerator for earnings per share — basic and diluted $ (44 ) $ (748 ) Denominator for earnings per share – basic and diluted 12,448,326 5,174,569 Basic and diluted earnings per share $ 0.00 $ (0.14 ) |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [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. On July 15, 2020, the Company priced a public offering of 3.5 million shares of its Class A Common Stock (the “July 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 “July Additional Shares”). The July Follow-on Offering, including the July 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 expenses relating to the July Follow-on Offering. On January 11, 2021, the Company priced a public offering of 3.25 million shares of its Class A Common Stock (the “January Follow-on Offering”) at $15.25 per share. On January 11, 2021, the underwriters purchased the full allotment of 487,500 shares pursuant to a 30-day option at $15.25 per share (the “January Additional Shares”). The January Follow-on Offering, including the January Additional Shares, closed on January 14, 2021 resulting in $57.0 million in gross proceeds, and approximately $53.9 million in net proceeds after deducting approximately $3.1 million in underwriting discounts and before giving effect to $0.6 million in other expenses relating to the January Follow-on Offering. ATM Program On December 14, 2020, the Company entered into separate open market sale agreements with each of Jefferies LLC, Stifel, Nicolaus & Company, Incorporated, BMO Capital Markets Corp., Janney Montgomery Scott LLC and D.A. Davidson & Co., pursuant to which the Company may offer and sell, from time to time, shares of the Company’s Class A common stock having an aggregate sales price of up to $50.0 million. As of March 31, 2021, the Company had $50.0 million of availability remaining under the at-the-market sales program. Dividends During the three months ended March 31, 2021, the Board approved and the Company declared and paid dividends of $3.6 million to Class A common stockholders, Voting Equivalency stockholders, OP unitholders and LTIP unitholders, or $0.2175 per share as shown in the table below. Declaration Date Record Date Date Paid Amount Per Share January 29, 2021 February 12, 2021 February 26, 2021 $ 0.2175 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 three months ended March 31, 2021, the Company issued 137,259 LTIP Units in February 2020 to the Company’s CEO for his 2020 incentive bonus, his election to defer 100% of his 2021 annual salary and for long term incentive compensation. As of March 31, 2021 and December 31, 2020, non-controlling interests consisted of 2,640,795 OP Units and 346,267 LTIP Units and 2,640,795 OP Units and 209,009 LTIP Units, respectively. This represented approximately 18.2% and 23.1% of the outstanding Operating Partnership units as of March 31, 2021 and December 31, 2020, 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 March 31, 2021, the remaining shares available under the Plan for future issuance was 529,437. 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 March 31, 2021 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, 2021 218,613 209,008 62,096 489,717 $ 15.33 Granted 149,823 137,259 76,828 363,910 $ 16.17 Vesting of restricted shares (5) (3,425 ) — — (3,425 ) $ 16.08 Forfeited (700 ) — — (700 ) $ 16.60 Outstanding, as of March 31, 2021 364,311 346,267 138,924 849,502 $ 15.69 Explanatory Notes (1) Represents restricted shares awards included in common stock. (2) The time-based restricted share awards granted to the Company’s officers and employees typically vest in three annual installments or cliff vest at the end of eight years. The time-based restricted share awards granted to the Company’s directors’ vest over three years. (3) LTIP units to the Company’s CEO vest over eight years. (4) During the three months ended March 31, 2021,46,714 RSUs was granted to certain officers and employees of the Company subject to the achievement of a service condition and a market condition. Such RSUs are market-based awards and are subject to the achievement of hurdles relating to the Company’s absolute total stockholder return and continued employment with the Company over the approximately three-year period from the grant date through December 31, 2023. The number of market-based RSUs is based on the number of shares issuable upon achievement of the market-based metric at target. Also, includes 26,997 time-based RSUs issued for 2020 incentive bonuses to certain employees that vested fully on February 11, 2021, the date of grant and 3,117 time-based RSUs granted to an employee for their election to defer a portion of their 2021 salary that will vest on December 31, 2021. RSUs reflect the right to receive shares of Class A common stock, subject to the applicable vesting criteria. (5) Includes 2,134 of restricted shares that vested and 1,291 shares of restricted shares that were withheld to satisfy minimum statutory withholding requirements. During the three months ended March 31, 2021 and 2020, the Company recognized compensation expense of $1.1 million and $0.7 million, respectively, related to all awards. As of March 31, 2021, there was $10.1 million of total unrecognized compensation cost related to unvested awards, which is expected to be recognized over a weighted average period of 4.7 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 the Company 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 March 31, 2021 and December 31, 2020, 11,176 and 7,189 shares have been issued under the ESPP since commencement. During each of the three months ended March 31, 2021 and 2020, the Company recognized compensation expense of $0.01 million. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and Contingencies As of March 31, 2021, the Company was not involved in any litigation nor to its knowledge is any litigation threatened against the Predecessor or the Company, as applicable, that, in management’s opinion, would result in any material adverse effect on the Company’s financial position, or which is not covered by insurance. In the ordinary course of the Company’s business, the Company enters into non-binding (except with regard to exclusivity and confidentiality) letters of intent indicating a willingness to negotiate for acquisitions. There can be no assurance that definitive contracts will be entered into with respect to any matter covered by letters of intent, that the Company will close the transactions contemplated by such contracts on time, or that the Company will consummate any transaction contemplated by any definitive contract. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent Events The Company has evaluated subsequent events through the date on which this Form 10-Q was filed, the date on which these financial statements were issued, and identified the items below for discussion. On April 28, 2021, the Board of Directors amended the Equity Incentive Plan, subject to the approval of shareholders. Such amendment provides for an automatic annual increase in the number of shares of the Company’s Class A common stock. On April 30, 2021, the Company’s Board of Directors approved, and the Company declared a first quarter common stock dividend of $0.22 per share which is payable on May 28, 2021 to stockholders of record as May 14, 2021. As of May 14, 2021, the Company had net credit facility activity of $3.0 million during the period subsequent to March 31, 2021. As of the date of this report, the Company had $67.5 million drawn on its credit facility. As of May 14, 2021, the Company closed on the acquisitions of 16 postal properties for approximately $6.1 million during the period subsequent to March 31, 2021. As of May 14, 2021, the Company had entered into definitive agreements to acquire 49 postal properties for approximately $17.8 million, that also includes OP Units as part of the consideration. The majority of these transactions are anticipated to close during the second and third quarters of 2021, subject to the satisfaction of customary closing conditions. However, the Company can provide no assurances that the properties will be consummated on the terms of timeframe described herein, or at all. On May 14, 2021, the Company delivered to D.A. Davidson & Co. (“D.A. Davidson”) notice of termination of the open market sale agreement dated December 14, 2020, by and among the Company, the Operating Partnership and D.A. Davidson, which termination became effective May 14, 2021. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Consolidated Financial Statements include the financial position and results of operations of the Company, the Operating Partnership and its wholly owned subsidiaries. The Company consolidates the Operating Partnership, a VIE in which the Company is considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. A non-controlling interest is defined as the portion of the equity in an entity not attributable, directly or indirectly, to the Company. Non-controlling interests are required to be presented as a separate component of equity in the Consolidated Balance Sheets. Accordingly, the presentation of net income (loss) reflects the income attributed to controlling and non-controlling interests. The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. This interim financial information should be read in conjunction with the Consolidated and Combined Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Management believes that all adjustments of a normal, recurring nature considered necessary for a fair presentation have been included. This interim financial information does not necessarily represent or indicate what the operating results will be for the year ending December 31, 2021. All material intercompany accounts and transactions have been eliminated. |
Use of Estimates | 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 Offering costs are recorded in “Stockholders’ equity” in the Company’s Consolidated Balance Sheets as a reduction of additional paid-in capital. |
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 Statements of Cash Flows: As of March 31, December 31, (in thousands) Cash $ 3,314 $ 2,212 Escrows and reserves: Maintenance reserve 714 696 Real estate tax reserve 395 304 ESPP reserve 38 59 Cash and escrows and reserves $ 4,461 $ 3,271 |
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 part of “Rental income” in the Company’s 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 the amount is determinable and approved by insurance company. Any amount of insurance recovery in excess of the amount of the losses incurred is considered a gain contingency and is not recorded in fee and other income until the amount is determinable and approved by insurance company. Insurance recoveries for business interruption for lost revenue or profit are accounted for as gain contingencies in their entirety, and therefore are not recorded in income until the amount is determinable and approved by insurance company. Revenue from direct financing leases is recognized over the lease term using the effective interest rate method. At lease inception, the Company records an asset within investments in the 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” in the Company’s Consolidated Statement of Operations and produces a constant periodic rate of return on the investment in direct financing lease, net. |
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 March 31, 2021 and December 31, 2020. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Cash, escrows and reserves, receivables, prepaid expenses, accounts payable and accrued expenses are carried at amounts which reasonably approximate their fair values as of March 31, 2021 and December 31, 2020 due to their short maturities. As of March 31, 2021 and December 31, 2020, the Company had an investment in a direct financing lease with a carrying value of $0.5 million and $0.5 million, respectively and an effective interest rate of 7.89%. The carrying value of the investment in a direct financing lease approximated the fair market value as of March 31, 2021 and 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 $33.3 million and $47.1 million as compared to the principal balance of $33.3 million and $47.0 million as of March 31, 2021 and December 31, 2020, 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 March 31, 2021 and December 31, 2020. Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since March 31, 2021 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 three months ended March 31, 2021 and 2020. |
Concentration of Credit Risks | Concentration of Credit Risks As of March 31, 2021, the Company’s properties were leased primarily to a single tenant, the USPS. For the three months ended March 31, 2021, the Company’s total rental income of $8.5 million was concentrated in Pennsylvania (19.6%). For the three months ended March 31, 2020, no state had a concentration of rental income over 10% as a percentage of total rental income. The ability of the USPS to honor the terms of their leases is dependent upon regulatory, economic, environmental or competitive conditions in any of these areas and could have an effect on the Company’s overall business results. The Company has deposited cash and maintains its bank deposits with large financial institutions in amounts that exceed federally insured limits. The Company has not experienced any losses in such accounts. |
Equity Based Compensation | 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 income (loss) per share based upon the weighted average shares outstanding less issued and outstanding non-vested shares of Class A common stock for the period beginning May 17, 2019. Diluted earnings per share is calculated after giving effect to all potential dilutive shares outstanding during the period. There were 2,987,063 and 2,827,737 potentially dilutive shares outstanding related to the issuance of OP Units and LTIP Units held by non-controlling interests as of March 31, 2021 and 2020, respectively. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements 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 was effective for the Company on January 1, 2021 as a result of its classification as an emerging growth company. The Company elected to utilize the following practical expedients provided by Topic 842, including: the package of practical expedients that allows an entity not to reassess upon adoption (i) whether an expired or existing contract contains a lease, (ii) whether a lease classification related to expired or existing lease arrangements, and (iii) whether costs incurred on expired or existing leases qualify as initial direct costs, and as a lessor, the practical expedient not to separate certain non-lease components, such as common area maintenance, from the lease component if the timing and pattern of transfer are the same for the non-lease component and associated lease component, and the lease component would be classified as an operating lease if accounted for separately. Topic 842 requires lessees to record most leases on their balance sheet through a right-of-use (“ROU”) model, in which a lessee records a ROU asset and a lease liability on their balance sheet. Leases that are less than 12 months do not need to be accounted for under the ROU model. Lessees will account for leases as financing or operating leases, with the classification affecting the timing and pattern of expense recognition in the income statement. Lease expense will be recognized based on the effective interest method for leases accounted for as finance leases and on a straight-line basis over the term of the lease for leases accounted for as operating leases. The accounting by a lessor under Topic 842 is largely unchanged from that of Topic 840. Under Topic 842, lessors will continue to account for leases as a sales-type, direct-financing, or operating. A lease will be treated as a sale if it is considered to transfer control of the underlying asset to the lessee. A lease will be classified as direct-financing if risks and rewards are conveyed without the transfer of control. Otherwise, the lease is treated as an operating lease. Topic 842 requires accounting for a transaction as a financing in a sale leaseback in certain circumstances, including when the seller-lessee is provided an option to purchase the property from the landlord at the tenant’s option. The Company expects that this provision could change the accounting for these types of leases in the future. Topic 842 also requires the Company to assess the probability of collecting substantially all of its rental revenue and make direct adjustments to rental revenue for operating lease receivables that are not believed to be collectible. Topic 842 also includes the concept of separating lease and non-lease components. Under Topic 842, non-lease components, such as common area maintenance, would be accounted for under Topic 606 and separated from the lease payments. However, the Company elected the lessor practical expedient allowing the Company to not separate these components when certain conditions are met. With this election the Company combined tenant reimbursements with rental income on its Consolidated Statements of Operations for the three months ended March 31, 2021. Upon adoption of the standard, the Company’s comparative statement of operations have been reclassified to conform to the new single component presentation of rental revenues and tenant reimbursements, classified within rental income in the Company’s consolidated statements of operations. During the three months ended March 31, 2021, the Company recorded a right of use asset and a related operating lease liability, each totaling approximately $1.2 million, related to one office lease and two ground leases. The right of use lease asset are included in “Prepaid expenses and other assets, net” and the operating lease liability are included in “Accounts payable, accrued expenses and other” on the Company's Consolidated Balance Sheets. |
Future Application of Accounting Standards | Future Application of Accounting Standards In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses Codification Improvements to Topic 326, Financial Instruments - Credit Losses |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of cash and escrows and reserves | As of March 31, December 31, (in thousands) Cash $ 3,314 $ 2,212 Escrows and reserves: Maintenance reserve 714 696 Real estate tax reserve 395 304 ESPP reserve 38 59 Cash and escrows and reserves $ 4,461 $ 3,271 |
Real Estate Acquisitions (Table
Real Estate Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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) 2021 March 31, 2021 (3) 54 $ 3,493 $ 19,793 $ 428 $ 2,201 $ 51 $ (474 ) $ 723 $ 26,215 |
Intangible Assets and Liabili_2
Intangible Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets and liabilities | As of Gross Asset Accumulated Net (in thousands) March 31, 2021: In-place lease intangibles $ 26,395 $ (12,544 ) $ 13,851 Above-market leases 136 (40 ) 96 Below-market leases (12,545 ) 3,731 (8,814 ) December 31, 2020: In-place lease intangibles $ 24,165 $ (11,143 ) $ 13,022 Above-market leases 85 (35 ) 50 Below-market leases (12,076 ) 3,350 (8,726 ) |
Schedule of future amortization | Year Ending December 31, In-place lease Above-market Below-market 2021-Remaining $ 4,016 $ 20 $ (1,123 ) 2022 3,739 24 (1,323 ) 2023 2,612 22 (1,177 ) 2024 1,763 19 (996 ) 2025 1,018 11 (830 ) Thereafter 703 — (3,365 ) Total $ 13,851 $ 96 $ (8,814 ) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of principal balances of mortgage loans payable | Outstanding Outstanding Interest Maturity Date Revolving Credit Facility (1) $ 64,500 $ 78,000 LIBOR+170bps (2) September 2023 Vision Bank (3) 1,442 1,459 4.00 % September 2036 First Oklahoma Bank (4) 360 364 4.50 % December 2037 Vision Bank – 2018 (5) 861 869 5.00 % January 2038 Seller Financing (6) 366 445 6.00 % January 2025 First Oklahoma Bank – April 2020 (7) — 4,522 4.25 % April 2040 First Oklahoma Bank – June 2020 (8) — 9,152 4.25 % June 2040 AIG – December 2020 (9) 30,225 30,225 2.80 % January 2031 Total Principal 97,754 125,036 Unamortized deferred financing costs (199 ) (407 ) Total Debt $ 97,555 $ 124,629 (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 the Company’s option, equal to either a base rate plus a margin ranging from 0.7% to 1.4% per annum or LIBOR plus a margin ranging from 1.7% to 2.4% per annum, each based on a consolidated leverage ratio. In addition, the Company paid, for the period through and including the three months ended March 31, 2020, an unused facility fee on the revolving commitments under the 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 three months ended March 31, 2021 and 2020, the Company incurred $0.05 million and $0.2 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 March 31, 2021, the Company was in compliance with all of the Credit Facility’s debt covenants. (2) As of March 31, 2021, the one-month LIBOR rate was 0.11%. (3) Five properties are collateralized under this loan with Mr. Spodek as the guarantor. On September 8, 2021 and every five years thereafter, the interest rate will reset at a variable annual rate of Wall Street Journal Prime Rate (“Prime”) + 0.5%. (4) The loan is collateralized by first mortgage liens on four properties and a personal guarantee of payment by Mr. Spodek. Interest rate resets on December 31, 2022 to Prime + 0.25%. (5) The loan is collateralized by first mortgage liens on one property and a personal guarantee of payment by Mr. Spodek. Interest rate resets on January 31, 2023 to Prime + 0.5%. (6) In connection with the acquisition of a property, the Company obtained seller financing secured by the property in the amount of $0.4 million requiring five annual payments of principal and interest of $105,661 with the first installment due on January 2, 2021 based on a 6.0% interest rate per annum through January 2, 2025. (7) In connection with the purchase of a 13-property portfolio, the Company obtained $4.5 million of mortgage financing, at a fixed interest rate of 4.25% with interest only for the first 18 months, which resets in November 2026 to the greater of Prime or 4.25%. On February 3, 2021, the Company fully repaid this mortgage financing and wrote off $0.06 million of deferred financing to costs to loss on early extinguishment of debt. See the Company’s Consolidated Statement of Operations. (8) The loan is collateralized by first mortgage liens on 22 properties. Interest rates resets in January 2027 to the greater of Prime or 4.25%. On February 3, 2021, the Company fully repaid this mortgage financing and wrote off $0.15 million of deferred financing to costs to loss on early extinguishment of debt. See the Company’s Consolidated Statement of Operations. (9) The loan is secured by a cross-collateralized and cross-defaulted first mortgage lien on an industrial property located in Warrendale, PA (the “Industrial Facility”). The loan has a fixed interest rate of 2.80% with interest-only payments for the first five years and fixed payments of principal and interest thereafter based on a 30-year amortization schedule. |
Schedule of Principal payments of mortgage loans payable | Year Ending December 31, Amount 2021 - Remaining $ 87 2022 205 2023 64,718 2024 229 2025 241 Thereafter 32,274 Total $ 97,754 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases (Tables) [Line Items] | |
Schedule of rental revenue related to its operating leases | Fixed payments $ 7,345 Variable payments 1,142 $ 8,487 |
Schedule of future minimum lease payments | Year Ending December 31, Amount (1) (in thousands) 2021 – Remaining (2)(3) $ 20,944 2022 26,680 2023 24,242 2024 20,493 2025 14,629 Thereafter 12,804 Total $ 119,792 (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 March 31, 2021, the leases at 11 of the Company’s properties were expired, and the USPS was occupying such properties as a holdover tenant. Holdover rent is typically paid as the greater of estimated market rent or the rent amount due under the expired lease. (3) The Company has received notice on one property which the USPS intends to vacate in August 2021. |
Schedule of direct financing lease | As of As of Total minimum lease payment receivable $ 999 $ 1,010 Less: unearned income (485 ) (495 ) Investment in financing lease, net $ 514 $ 515 |
Schedule of future lease payments | Year Ending December 31, Amount (in thousands) 2021 – Remaining $ 34 2022 46 2023 46 2024 46 2025 46 Thereafter 781 Total $ 999 |
Schedule of prepaid expenses and other assets and accounts payable and accrued expenses | March 31, Right-of-use asset – operating leases $ 1,114 Lease liability – operating leases $ 1,142 |
Schedule of future minimum lease payments | 2021 — Remaining $ 160 2022 218 2023 224 2024 100 2025 26 Thereafter 1,149 Total future minimum lease payments 1,877 Interest discount (735 ) Total $ 1,142 |
Ground [Member] | |
Leases (Tables) [Line Items] | |
Schedule of future minimum lease payments | Year Ending December 31, Amount 2021 $ 24 2022 24 2023 24 2024 24 2025 26 Thereafter 1,155 Total $ 1,277 |
Office [Member] | |
Leases (Tables) [Line Items] | |
Schedule of future minimum lease payments | Year Ending December 31, Amount 2021 $ 189 2022 195 2023 200 2024 76 Total $ 660 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation of income (loss) from operations | For the Three Months Ended March 31, 2021 2020 Numerator for earnings per share – basic and diluted: Net income (loss) attributable to common stockholders $ 103 $ (677 ) Less: Income attributable to participating securities (147 ) (71 ) Numerator for earnings per share — basic and diluted $ (44 ) $ (748 ) Denominator for earnings per share – basic and diluted 12,448,326 5,174,569 Basic and diluted earnings per share $ 0.00 $ (0.14 ) |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of declared and paid dividends | Declaration Date Record Date Date Paid Amount Per Share January 29, 2021 February 12, 2021 February 26, 2021 $ 0.2175 |
Schedule of unvested shares of restricted stock | Restricted (1)(2) LTIP (3) Restricted (4) Total Weighted Outstanding, as of January 1, 2021 218,613 209,008 62,096 489,717 $ 15.33 Granted 149,823 137,259 76,828 363,910 $ 16.17 Vesting of restricted shares (5) (3,425 ) — — (3,425 ) $ 16.08 Forfeited (700 ) — — (700 ) $ 16.60 Outstanding, as of March 31, 2021 364,311 346,267 138,924 849,502 $ 15.69 |
Organization and Description _2
Organization and Description of Business (Details) - $ / shares | Mar. 31, 2021 | May 17, 2019 | May 15, 2019 |
Organization and Description of Business (Details) [Line Items] | |||
Common stock, par value (in Dollars per share) | $ 0.01 | ||
Percentage of interest in operating partnership | 81.80% | ||
Common stock, shares authorized | 600,000,000 | ||
IPO [Member] | |||
Organization and Description of Business (Details) [Line Items] | |||
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 500,000,000 | ||
Common stock, shares issued | 27,206 | ||
Preferred stock, shares authorized | 100,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Jan. 02, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||||
Investment in a direct financing lease | $ 0.5 | $ 0.5 | ||
Investment effective interest rate | 7.89% | |||
Fair value of secured borrowings | $ 33.3 | 47.1 | ||
Principal balance | $ 33.3 | $ 47 | ||
Concentration of credit risks, description | the Company’s properties were leased primarily to a single tenant, the USPS. For the three months ended March 31, 2021, the Company’s total rental income of $8.5 million was concentrated in Pennsylvania (19.6%). | |||
Rental Income Percentage | 10.00% | |||
Potentially dilutive shares outstanding (in Shares) | 2,987,063 | 2,827,737 | ||
Operating lease liability | $ 1.2 | $ 1.2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of cash and escrows and reserves - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of cash and escrows and reserves [Abstract] | ||
Cash | $ 3,314 | $ 2,212 |
Maintenance reserve | 714 | 696 |
Real estate tax reserve | 395 | 304 |
ESPP reserve | 38 | 59 |
Cash and escrows and reserves | $ 4,461 | $ 3,271 |
Real Estate Acquisitions (Detai
Real Estate Acquisitions (Details) $ in Millions | Mar. 31, 2021USD ($) |
Real Estate [Abstract] | |
Includes acquisition closing costs | $ 0.5 |
Number of acquired postal property | 54 |
Portfolio transactions | $ 26.2 |
Real Estate Acquisitions (Det_2
Real Estate Acquisitions (Details) - Schedule total purchase price including transaction costs $ in Thousands | 3 Months Ended | ||||
Dec. 31, 2021USD ($) | Dec. 02, 2021USD ($) | Dec. 01, 2021USD ($) | Mar. 31, 2021USD ($) | ||
Business Acquisition [Line Items] | |||||
Number of Properties | [1] | 54 | |||
Total purchase price | [1],[2] | $ 26,215 | |||
Land [Member] | |||||
Business Acquisition [Line Items] | |||||
Total purchase price | [1] | $ 3,493 | |||
Building and Improvements [Member] | |||||
Business Acquisition [Line Items] | |||||
Total purchase price | [1] | 19,793 | |||
Tenant Improvements [Member] | |||||
Business Acquisition [Line Items] | |||||
Total purchase price | [1] | 428 | |||
In-place lease intangibles [Member] | |||||
Business Acquisition [Line Items] | |||||
Total purchase price | [1] | $ 2,201 | |||
Above- market leases [Member] | |||||
Business Acquisition [Line Items] | |||||
Total purchase price | [1] | $ 51 | |||
Below- market leases [Member] | |||||
Business Acquisition [Line Items] | |||||
Total purchase price | [1] | $ (474) | |||
Other [Member] | |||||
Business Acquisition [Line Items] | |||||
Total purchase price | [1],[3] | $ 723 | |||
[1] | Includes the acquisition of 54 postal properties in various states in individual or portfolio transactions for approximately $26.2 million, including closing costs, which was funded with borrowings under the Credit Facility. | ||||
[2] | Includes acquisition costs of $0.5 million for the three months ended March 31, 2021. | ||||
[3] | Represents an insurance receivable related to a property in a small portfolio that was destroyed by arson prior to acquisition by the Company. The Company will be rebuilding such property which remains under lease to the USPS using the insurance proceeds assigned by the seller to the Company. The receivable from the insurance company is included in “Accounts receivable and other receivables” in the Company’s Consolidated Balance Sheets. In April 2021, the insurance proceeds were received. |
Intangible Assets and Liabili_3
Intangible Assets and Liabilities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of in-place lease intangibles | $ 1,400,000 | $ 1,100,000 |
Amortization of acquired above market leases | 10,000 | 3,106 |
Amortization of acquired below market leases | $ 400,000 | $ 300,000 |
Intangible Assets and Liabili_4
Intangible Assets and Liabilities (Details) - Schedule of intangible assets and liabilities - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
In-place lease intangibles [Member] | ||
Intangible Assets and Liabilities (Details) - Schedule of intangible assets and liabilities [Line Items] | ||
Gross Asset (Liability) | $ 26,395 | $ 24,165 |
Accumulated (Amortization)/ Accretion | (12,544) | (11,143) |
Net Carrying Amount | 13,851 | 13,022 |
Above-market leases [Member] | ||
Intangible Assets and Liabilities (Details) - Schedule of intangible assets and liabilities [Line Items] | ||
Gross Asset (Liability) | 136 | 85 |
Accumulated (Amortization)/ Accretion | (40) | (35) |
Net Carrying Amount | 96 | 50 |
Below-market leases [Member] | ||
Intangible Assets and Liabilities (Details) - Schedule of intangible assets and liabilities [Line Items] | ||
Gross Asset (Liability) | (12,545) | (12,076) |
Accumulated (Amortization)/ Accretion | 3,731 | 3,350 |
Net Carrying Amount | $ (8,814) | $ (8,726) |
Intangible Assets and Liabili_5
Intangible Assets and Liabilities (Details) - Schedule of future amortization $ in Thousands | Mar. 31, 2021USD ($) |
In-place lease intangibles [Member] | |
Intangible Assets and Liabilities (Details) - Schedule of future amortization [Line Items] | |
2021-Remaining | $ 4,016 |
2022 | 3,739 |
2023 | 2,612 |
2024 | 1,763 |
2025 | 1,018 |
Thereafter | 703 |
Total | 13,851 |
Above-market leases [Member] | |
Intangible Assets and Liabilities (Details) - Schedule of future amortization [Line Items] | |
2021-Remaining | 20 |
2022 | 24 |
2023 | 22 |
2024 | 19 |
2025 | 11 |
Thereafter | |
Total | 96 |
Below-market leases [Member] | |
Intangible Assets and Liabilities (Details) - Schedule of future amortization [Line Items] | |
2021-Remaining | (1,123) |
2022 | (1,323) |
2023 | (1,177) |
2024 | (996) |
2025 | (830) |
Thereafter | (3,365) |
Total | $ (8,814) |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Feb. 03, 2021 | Sep. 27, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jan. 30, 2020 | |
Debt (Details) [Line Items] | |||||||
Weighted average maturity date for secured borrowing | 5 years 36 days | 6 years 219 days | |||||
Revolving Credit Facility [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Revolving credit facility | $ 100,000 | ||||||
Maximum increase in borrowing capacity | 100,000 | $ 150,000 | |||||
Maximum borrowing facility | $ 200,000 | ||||||
Credit facility, maturity | September 27, 2023 | ||||||
Interest rate, description | The interest rates applicable to loans under the Credit Facility are, at the Company’s option, equal to either a base rate plus a margin ranging from 0.7% to 1.4% per annum or LIBOR plus a margin ranging from 1.7% to 2.4% per annum, each based on a consolidated leverage ratio. In addition, the Company paid, for the period through and including the three months ended March 31, 2020, an unused facility fee on the revolving commitments under the 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. | ||||||
Unused facility fee | $ 50 | $ 200 | |||||
Percentage of interest rate | 0.11% | ||||||
Interest rate, description | [1],[2] | LIBOR+170bps | |||||
Vision Bank [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Interest rate, description | Five properties are collateralized under this loan with Mr. Spodek as the guarantor. On September 8, 2021 and every five years thereafter, the interest rate will reset at a variable annual rate of Wall Street Journal Prime Rate (“Prime”) + 0.5%. | ||||||
First Oklahoma Bank [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Interest rate, description | [3] | 4.50% | |||||
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 - 2018 [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Interest rate, description | [4] | 4.00% | |||||
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] | |||||||
Debt (Details) [Line Items] | |||||||
Interest rate, description | [5] | 6.00% | |||||
Payment frequency, description | the Company obtained seller financing secured by the property in the amount of $0.4 million requiring five annual payments of principal and interest of $105,661 with the first installment due on January 2, 2021 based on a 6.0% interest rate per annum through January 2, 2025. | ||||||
First Oklahoma Bank - April 2020 [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Maximum borrowing facility | $ 4,500 | ||||||
Percentage of interest rate | 4.25% | ||||||
Interest rate, description | [6] | 4.25% | |||||
Mortgage financing and wrote off | $ 60 | ||||||
First Oklahoma Bank- June 2020 [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Percentage of interest rate | 4.25% | ||||||
Interest rate, description | [7] | 4.25% | |||||
Mortgage financing and wrote off | $ 150 | ||||||
AIG - December 2020 [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Interest rate, description | [8] | 2.80% | |||||
Debt, description | The loan is secured by a cross-collateralized and cross-defaulted first mortgage lien on an industrial property located in Warrendale, PA (the “Industrial Facility”). The loan has a fixed interest rate of 2.80% with interest-only payments for the first five years and fixed payments of principal and interest thereafter based on a 30-year amortization schedule. | ||||||
[1] | As of March 31, 2021, the one-month LIBOR rate was 0.11%. | ||||||
[2] | 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 the Company’s option, equal to either a base rate plus a margin ranging from 0.7% to 1.4% per annum or LIBOR plus a margin ranging from 1.7% to 2.4% per annum, each based on a consolidated leverage ratio. In addition, the Company paid, for the period through and including the three months ended March 31, 2020, an unused facility fee on the revolving commitments under the 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 three months ended March 31, 2021 and 2020, the Company incurred $0.05 million and $0.2 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 March 31, 2021, the Company was in compliance with all of the Credit Facility’s debt covenants. | ||||||
[3] | 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%. | ||||||
[4] | Five properties are collateralized under this loan with Mr. Spodek as the guarantor. On September 8, 2021 and every five years thereafter, the interest rate will reset at a variable annual rate of Wall Street Journal Prime Rate (“Prime”) + 0.5%. | ||||||
[5] | In connection with the acquisition of a property, the Company obtained seller financing secured by the property in the amount of $0.4 million requiring five annual payments of principal and interest of $105,661 with the first installment due on January 2, 2021 based on a 6.0% interest rate per annum through January 2, 2025. | ||||||
[6] | In connection with the purchase of a 13-property portfolio, the Company obtained $4.5 million of mortgage financing, at a fixed interest rate of 4.25% with interest only for the first 18 months, which resets in November 2026 to the greater of Prime or 4.25%. On February 3, 2021, the Company fully repaid this mortgage financing and wrote off $0.06 million of deferred financing to costs to loss on early extinguishment of debt. See the Company’s Consolidated Statement of Operations. | ||||||
[7] | The loan is collateralized by first mortgage liens on 22 properties. Interest rates resets in January 2027 to the greater of Prime or 4.25%. On February 3, 2021, the Company fully repaid this mortgage financing and wrote off $0.15 million of deferred financing to costs to loss on early extinguishment of debt. See the Company’s Consolidated Statement of Operations. | ||||||
[8] | The loan is secured by a cross-collateralized and cross-defaulted first mortgage lien on an industrial property located in Warrendale, PA (the “Industrial Facility”). The loan has a fixed interest rate of 2.80% with interest-only payments for the first five years and fixed payments of principal and interest thereafter based on a 30-year amortization schedule. |
Debt (Details) - Schedule of pr
Debt (Details) - Schedule of principal balances of mortgage loans payable - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | |||
Debt Instrument [Line Items] | ||||
Total Principal | $ 97,754 | $ 125,036 | ||
Unamortized deferred financing costs | (199) | (407) | ||
Total Debt | 97,555 | 124,629 | ||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total Principal | [1] | $ 64,500 | $ 78,000 | |
Interest Rate | [1],[2] | LIBOR+170bps | ||
Maturity Date | [1] | September 2023 | ||
Vision Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Total Principal | $ 1,442 | $ 1,459 | [3] | |
Interest Rate | [3] | 4.00% | ||
Maturity Date | [3] | September 2036 | ||
First Oklahoma Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Total Principal | [4] | $ 360 | $ 364 | |
Interest Rate | [4] | 4.50% | ||
Maturity Date | [4] | December 2037 | ||
Vision Bank – 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Total Principal | [5] | $ 861 | $ 869 | |
Interest Rate | [5] | 5.00% | ||
Maturity Date | [5] | January 2038 | ||
Seller Financing [Member] | ||||
Debt Instrument [Line Items] | ||||
Total Principal | [6] | $ 366 | $ 445 | |
Interest Rate | [6] | 6.00% | ||
Maturity Date | [6] | January 2025 | ||
First Oklahoma Bank – April 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Total Principal | [7] | $ 4,522 | ||
Interest Rate | [7] | 4.25% | ||
Maturity Date | [7] | April 2040 | ||
First Oklahoma Bank – June 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Total Principal | [8] | $ 9,152 | ||
Interest Rate | [8] | 4.25% | ||
Maturity Date | [8] | June 2040 | ||
AIG – December 2020 | ||||
Debt Instrument [Line Items] | ||||
Total Principal | [9] | $ 30,225 | $ 30,225 | |
Interest Rate | [9] | 2.80% | ||
Maturity Date | [9] | January 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 the Company’s option, equal to either a base rate plus a margin ranging from 0.7% to 1.4% per annum or LIBOR plus a margin ranging from 1.7% to 2.4% per annum, each based on a consolidated leverage ratio. In addition, the Company paid, for the period through and including the three months ended March 31, 2020, an unused facility fee on the revolving commitments under the 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 three months ended March 31, 2021 and 2020, the Company incurred $0.05 million and $0.2 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 March 31, 2021, the Company was in compliance with all of the Credit Facility’s debt covenants. | |||
[2] | As of March 31, 2021, the one-month LIBOR rate was 0.11%. | |||
[3] | Five properties are collateralized under this loan with Mr. Spodek as the guarantor. On September 8, 2021 and every five years thereafter, the interest rate will reset at a variable annual rate of Wall Street Journal Prime Rate (“Prime”) + 0.5%. | |||
[4] | The loan is collateralized by first mortgage liens on four properties and a personal guarantee of payment by Mr. Spodek. Interest rate resets on December 31, 2022 to Prime + 0.25%. | |||
[5] | The loan is collateralized by first mortgage liens on one property and a personal guarantee of payment by Mr. Spodek. Interest rate resets on January 31, 2023 to Prime + 0.5%. | |||
[6] | In connection with the acquisition of a property, the Company obtained seller financing secured by the property in the amount of $0.4 million requiring five annual payments of principal and interest of $105,661 with the first installment due on January 2, 2021 based on a 6.0% interest rate per annum through January 2, 2025. | |||
[7] | In connection with the purchase of a 13-property portfolio, the Company obtained $4.5 million of mortgage financing, at a fixed interest rate of 4.25% with interest only for the first 18 months, which resets in November 2026 to the greater of Prime or 4.25%. On February 3, 2021, the Company fully repaid this mortgage financing and wrote off $0.06 million of deferred financing to costs to loss on early extinguishment of debt. See the Company’s Consolidated Statement of Operations. | |||
[8] | The loan is collateralized by first mortgage liens on 22 properties. Interest rates resets in January 2027 to the greater of Prime or 4.25%. On February 3, 2021, the Company fully repaid this mortgage financing and wrote off $0.15 million of deferred financing to costs to loss on early extinguishment of debt. See the Company’s Consolidated Statement of Operations. | |||
[9] | The loan is secured by a cross-collateralized and cross-defaulted first mortgage lien on an industrial property located in Warrendale, PA (the “Industrial Facility”). The loan has a fixed interest rate of 2.80% with interest-only payments for the first five years and fixed payments of principal and interest thereafter based on a 30-year amortization schedule. |
Debt (Details) - Schedule of _2
Debt (Details) - Schedule of Principal payments of mortgage loans payable - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of Principal payments of mortgage loans payable [Abstract] | ||
2021 - Remaining | $ 87 | |
2022 | 205 | |
2023 | 64,718 | |
2024 | 229 | |
2025 | 241 | |
Thereafter | 32,274 | |
Total | $ 97,754 | $ 125,036 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Jan. 02, 2021 | |
Leases (Details) [Line Items] | ||
Lease rental received percentage | 100.00% | |
Rental revenue related to its operating leases (in Dollars) | $ 8,500 | |
Operating leases years | 5 years | |
Right-of-use assets (in Dollars) | $ 1,200 | |
Lease liabilities (in Dollars) | $ 1,200 | $ 1,200 |
Weighted average remaining lease term | 21 years | |
Weighted average discount rate | 4.25% | |
Operating lease expense (in Dollars) | $ 60 | |
Future minimum lease payments years | 5 years | |
Percentage of rent | 100.00% | |
Non Cancellable [Member] | ||
Leases (Details) [Line Items] | ||
Operating leases years | 5 years | |
Minimum [Member] | ||
Leases (Details) [Line Items] | ||
Leases remaining terms | 3 years | |
Maximum [Member] | ||
Leases (Details) [Line Items] | ||
Leases remaining terms | 36 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of rental revenue related to its operating leases $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Schedule of rental revenue related to its operating leases [Abstract] | |
Fixed payments | $ 7,345 |
Variable payments | 1,142 |
Total | $ 8,487 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of future minimum lease payments $ in Thousands | Dec. 01, 2021USD ($) | [3] |
Schedule of future minimum lease payments [Abstract] | ||
2021 – Remaining | $ 20,944 | [1],[2] |
2022 | 26,680 | |
2023 | 24,242 | |
2024 | 20,493 | |
2025 | 14,629 | |
Thereafter | 12,804 | |
Total | $ 119,792 | |
[1] | As of March 31, 2021, the leases at 11 of the Company’s properties were expired, and the USPS was occupying such properties as a holdover tenant. Holdover rent is typically paid as the greater of estimated market rent or the rent amount due under the expired lease. | |
[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) - Schedule o_3
Leases (Details) - Schedule of direct financing lease - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of direct financing lease [Abstract] | ||
Total minimum lease payment receivable | $ 999 | $ 1,010 |
Less: unearned income | (485) | (495) |
Investment in financing lease, net | $ 514 | $ 515 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of future lease payments $ in Thousands | Mar. 31, 2021USD ($) |
Schedule of future lease payments [Abstract] | |
2021 – Remaining | $ 34 |
2022 | 46 |
2023 | 46 |
2024 | 46 |
2025 | 46 |
Thereafter | 781 |
Total | $ 999 |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of prepaid expenses and other assets and accounts payable and accrued expenses $ in Thousands | Mar. 31, 2021USD ($) |
Schedule of prepaid expenses and other assets and accounts payable and accrued expenses [Abstract] | |
Right-of-use asset – operating leases | $ 1,114 |
Lease liability – operating leases | $ 1,142 |
Leases (Details) - Schedule o_6
Leases (Details) - Schedule of future minimum lease payments - Operating leases [Member] $ in Thousands | Mar. 31, 2021USD ($) |
Leases (Details) - Schedule of future minimum lease payments [Line Items] | |
2021 - Remaining | $ 160 |
2022 | 218 |
2023 | 224 |
2024 | 100 |
2025 | 26 |
Thereafter | 1,149 |
Total future minimum lease payments | 1,877 |
Interest discount | (735) |
Total | $ 1,142 |
Leases (Details) - Schedule o_7
Leases (Details) - Schedule of future minimum ground lease payments - Ground [Member] $ in Thousands | Dec. 31, 2020USD ($) |
Leases (Details) - Schedule of future minimum ground lease payments [Line Items] | |
2021 | $ 24 |
2022 | 24 |
2023 | 24 |
2024 | 24 |
2025 | 26 |
Thereafter | 1,155 |
Total | $ 1,277 |
Leases (Details) - Schedule o_8
Leases (Details) - Schedule of future minimum office lease payments - Office [Member] $ in Thousands | Dec. 31, 2020USD ($) |
Leases (Details) - Schedule of future minimum office lease payments [Line Items] | |
2021 | $ 189 |
2022 | 195 |
2023 | 200 |
2024 | 76 |
Total | $ 660 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax epense | $ 11 | $ 10 |
Unrecognized tax benefits | $ 400 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 01, 2018 | Mar. 31, 2021 |
Related Party Transactions (Details) [Line Items] | ||
Accrued management fees receivable | $ 300,000 | |
Monthly rent amount | $ 15,000 | |
Lease term | 5 years | |
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. | |
General and administrative expenses | $ 50,000 | |
Guarantees, description | Mr. Spodek, the Company’s chief executive officer (the “CEO”), has personally guaranteed the Company’s loans with First Oklahoma Bank that were obtained prior to 2020 and Vision Bank, totaling $2.7 million as of March 31, 2021 and December 31, 2020. As a guarantor, Mr. Spodek’s interests with respect to the debt he is guaranteeing (and the terms of any repayment or default) may not align with the Company’s interests and could result in a conflict of interest. | |
Postal Realty Management [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Management fee income | $ 300,000 |
Earnings Per Share (Details) -
Earnings Per Share (Details) - Schedule of reconciliation of income (loss) from operations - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator for earnings per share – basic and diluted: | ||
Net income (loss) attributable to common stockholders | $ 126 | $ (1,029) |
Less: Income attributable to participating securities | (147) | (71) |
Numerator for earnings per share — basic and diluted | $ (44) | $ (748) |
Denominator for earnings per share – basic and diluted (in Shares) | 12,448,326 | 5,174,569 |
Basic and diluted earnings per share (in Dollars per share) | $ 0 | $ (0.14) |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - USD ($) $ in Thousands, $ / shares in Millions | Jan. 11, 2021 | Jul. 30, 2020 | Apr. 27, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 14, 2020 |
Stockholder's Equity (Details) [Line Items] | |||||||
Underwriting discounts (in Dollars) | $ 5,400 | ||||||
Public offering, description | the Company priced a public offering of 3.25 million shares of its Class A Common Stock (the “January Follow-on Offering”) at $15.25 per share. On January 11, 2021, the underwriters purchased the full allotment of 487,500 shares pursuant to a 30-day option at $15.25 per share (the “January Additional Shares”). The January Follow-on Offering, including the January Additional Shares, closed on January 14, 2021 resulting in $57.0 million in gross proceeds, and approximately $53.9 million in net proceeds after deducting approximately $3.1 million in underwriting discounts and before giving effect to $0.6 million in other expenses relating to the January Follow-on Offering. | the Company priced a public offering of 3.5 million shares of its Class A Common Stock (the “July 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 “July Additional Shares”). The July Follow-on Offering, including the July 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 expenses relating to the July Follow-on Offering. | |||||
Market sales program (in Dollars) | $ 50,000 | ||||||
Non-controlling interests OP Units | 2,640,795 | ||||||
Non-controlling interests LTIP Units | 346,267 | ||||||
Outstanding operating partnership percentage | 18.20% | 23.10% | |||||
Equity incentive plan, description | 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. | ||||||
Plan for future issuance | 529,437 | ||||||
LTIP Units, description | (3) LTIP units to the Company’s CEO vest over eight years. | ||||||
RSU granted | 46,714 | ||||||
RSU issued, description | includes 26,997 time-based RSUs issued for 2020 incentive bonuses to certain employees that vested fully on February 11, 2021, the date of grant and 3,117 time-based RSUs granted to an employee for their election to defer a portion of their 2021 salary that will vest on December 31, 2021. RSUs reflect the right to receive shares of Class A common stock, subject to the applicable vesting criteria. | ||||||
Restricted shares vested | 2,134 | ||||||
Restricted shares withheld | 1,291 | ||||||
Compensation expense (in Dollars) | $ 1,100 | $ 700 | |||||
Total unrecognized compensation cost (in Dollars) | $ 10,100 | ||||||
Weighted average period | 4 years 255 days | ||||||
IPO [Member] | |||||||
Stockholder's Equity (Details) [Line Items] | |||||||
Class A common stock, shares | 4,500,000 | ||||||
Net proceeds (in Dollars) | $ 71,100 | ||||||
Other expenses (in Dollars) | $ 6,400 | ||||||
Employee Stock Purchase Plan [Member] | |||||||
Stockholder's Equity (Details) [Line Items] | |||||||
Equity incentive plan, description | The Code permits the Company 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. | ||||||
Compensation expense (in Dollars) | $ 10 | $ 10 | |||||
Shares issued | 11,176 | 7,189 | |||||
Non-controlling Interests [Member] | |||||||
Stockholder's Equity (Details) [Line Items] | |||||||
LTIP, description | During the three months ended March 31, 2021, the Company issued 137,259 LTIP Units in February 2020 to the Company’s CEO for his 2020 incentive bonus, his election to defer 100% of his 2021 annual salary and for long term incentive compensation. | ||||||
Non-controlling interests OP Units | 2,640,795 | ||||||
Non-controlling interests LTIP Units | 209,009 | ||||||
Officers and employees [Member] | |||||||
Stockholder's Equity (Details) [Line Items] | |||||||
Restricted share awards granted, description | The time-based restricted share awards granted to the Company’s officers and employees typically vest in three annual installments or cliff vest at the end of eight years. The time-based restricted share awards granted to the Company’s directors’ vest over three years. | ||||||
Class A common stock [Member] | |||||||
Stockholder's Equity (Details) [Line Items] | |||||||
Aggregate sales price (in Dollars per share) | $ 50 | ||||||
Common stock voting rights | During the three months ended March 31, 2021, the Board approved and the Company declared and paid dividends of $3.6 million to Class A common stockholders, Voting Equivalency stockholders, OP unitholders and LTIP unitholders, or $0.2175 per share as shown in the table below. | ||||||
Paid dividends (in Dollars) | $ 3,600 | ||||||
Maximum number of shares | 541,584 | ||||||
Class A common stock [Member] | Employee Stock Purchase Plan [Member] | |||||||
Stockholder's Equity (Details) [Line Items] | |||||||
Total shares of Class A common stock | 100,000 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - Schedule of declared and paid dividends | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Stockholder's Equity (Details) - Schedule of declared and paid dividends [Line Items] | |
Amount Per Share | $ 0.2175 |
January 29, 2021 [Member] | |
Stockholder's Equity (Details) - Schedule of declared and paid dividends [Line Items] | |
Declaration Date | Jan. 29, 2021 |
February 12, 2021 [Member] | |
Stockholder's Equity (Details) - Schedule of declared and paid dividends [Line Items] | |
Record Date | Feb. 12, 2021 |
February 12, 2021 [Member] | |
Stockholder's Equity (Details) - Schedule of declared and paid dividends [Line Items] | |
Date Paid | Feb. 26, 2021 |
Stockholder's Equity (Details_2
Stockholder's Equity (Details) - Schedule of unvested shares of restricted stock | 3 Months Ended | |
Mar. 31, 2021$ / sharesshares | ||
Stockholder's Equity (Details) - Schedule of unvested shares of restricted stock [Line Items] | ||
Outstanding, at beginning of period | 489,717 | |
Weighted Average Grant Date Fair Value, Outstanding, at beginning of period (in Dollars per share) | $ / shares | $ 15.33 | |
Granted | 363,910 | |
Weighted Average Grant Date Fair Value, Granted (in Dollars per share) | $ / shares | $ 16.17 | |
Vesting of restricted shares | (3,425) | [1] |
Weighted Average Grant Date Fair Value, Vesting of restricted shares () (in Dollars per share) | $ / shares | $ 16.08 | [1] |
Forfeited | (700) | |
Weighted Average Grant Date Fair Value, Forfeited (in Dollars per share) | $ / shares | $ 16.60 | |
Outstanding, at end of period | 849,502 | |
Weighted Average Grant Date Fair Value, Outstanding, at end of period (in Dollars per share) | $ / shares | $ 15.69 | |
Restricted Shares [Member] | ||
Stockholder's Equity (Details) - Schedule of unvested shares of restricted stock [Line Items] | ||
Outstanding, at beginning of period | 218,613 | [2],[3] |
Granted | 149,823 | [2],[3] |
Vesting of restricted shares | (3,425) | [1],[2],[3] |
Forfeited | (700) | [2],[3] |
Outstanding, at end of period | 364,311 | [2],[3] |
LTIP Units [Member] | ||
Stockholder's Equity (Details) - Schedule of unvested shares of restricted stock [Line Items] | ||
Outstanding, at beginning of period | 209,008 | [4] |
Granted | 137,259 | [4] |
Vesting of restricted shares | [1],[4] | |
Forfeited | [4] | |
Outstanding, at end of period | 346,267 | [4] |
Restricted Stock Units (“RSUs”) [Member] | ||
Stockholder's Equity (Details) - Schedule of unvested shares of restricted stock [Line Items] | ||
Outstanding, at beginning of period | 62,096 | [5] |
Granted | 76,828 | [5] |
Vesting of restricted shares | [1],[5] | |
Forfeited | [5] | |
Outstanding, at end of period | 138,924 | [5] |
[1] | Includes 2,134 of restricted shares that vested and 1,291 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 the Company’s officers and employees typically vest in three annual installments or cliff vest at the end of eight years. The time-based restricted share awards granted to the Company’s directors’ vest over three years. | |
[4] | LTIP units to the Company’s CEO vest over eight years. | |
[5] | During the three months ended March 31, 2021,46,714 RSUs was granted to certain officers and employees of the Company subject to the achievement of a service condition and a market condition. Such RSUs are market-based awards and are subject to the achievement of hurdles relating to the Company’s absolute total stockholder return and continued employment with the Company over the approximately three-year period from the grant date through December 31, 2023. The number of market-based RSUs is based on the number of shares issuable upon achievement of the market-based metric at target. Also, includes 26,997 time-based RSUs issued for 2020 incentive bonuses to certain employees that vested fully on February 11, 2021, the date of grant and 3,117 time-based RSUs granted to an employee for their election to defer a portion of their 2021 salary that will vest on December 31, 2021. RSUs reflect the right to receive shares of Class A common stock, subject to the applicable vesting criteria. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] $ / shares in Units, $ in Millions | May 14, 2021USD ($) | Apr. 30, 2021$ / shares |
Subsequent Events (Details) [Line Items] | ||
Common stock dividend (in Dollars per share) | $ / shares | $ 0.22 | |
Net credit facility activity | $ 3 | |
Drawn on credit facility | $ 67.5 | |
Acquisitions of postal properties, description | the Company closed on the acquisitions of 16 postal properties for approximately $6.1 million during the period subsequent to March 31, 2021. | |
Number of postal properties acquire | 49 | |
Amount of properties acquire | $ 17.8 |