3 unchanged sentences
(In thousands, except par value and share data)
+Added: September 30,
2021 December 31, 2020
Real estate properties, at cost:
−Removed: $ 55,108 $ 46,303
+Added: Land $ 58,441 $ 46,303
Building and improvements 256,562 196,340
−Removed: 240,528 196,340
Tenant improvements 5,245 4,428
Total real estate properties, at cost 320,248 247,071
−Removed: 300,734 247,071
Accumulated depreciation ( 18,753 ) ( 13,215 )
−Removed: ( 16,715 ) ( 13,215 )
Total real estate properties, net 301,495 233,856
−Removed: 284,019 233,856
Investment in financing lease, net 511 515
Total investments 302,006 234,371
−Removed: 284,531 234,371
+Added: Cash 3,997 2,212
Rent and other receivables 3,945 3,521
3 unchanged sentences
In-place lease intangibles, net 14,264 13,022
−Removed: 14,578 13,022
Above market leases, net 140 50
−Removed: $ 314,228 $ 258,885
+Added: Total Assets $ 331,565 $ 258,885
Liabilities and Equity
+Added: Term loan, net $ 49,328 $ —
+Added: Revolving credit facility borrowings 44,500 78,000
Secured borrowings, net 32,989 46,629
−Removed: $ 33,031 $ 46,629
−Removed: Revolving credit facility
−Removed: 82,500 78,000
Accounts payable, accrued expenses and other 7,592 5,891
1 unchanged sentence
Total Liabilities 143,147 139,246
−Removed: 130,783 139,246
Commitments and Contingencies
Class A common stock, par value $ 0.01 per share;
−Removed: 500,000,000 shares authorized, 13,652,412 and 9,437,197 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively
+Added: 500,000,000 shares authorized, 13,682,076 and 9,437,197 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively
Class B common stock, par value $ 0.01 per share;
27,206 shares authorized:
−Removed: 27,206 shares issued and outstanding as of June 30, 2021 and December 31, 2020
+Added: 27,206 shares issued and outstanding as of September 30, 2021 and December 31, 2020
Additional paid-in capital 163,314 100,812
−Removed: 160,061 100,812
+Added: Accumulated other comprehensive income 310 —
Accumulated deficit ( 16,533 ) ( 8,917 )
−Removed: ( 14,010 ) ( 8,917 )
Total Stockholders’ Equity 147,228 91,990
−Removed: 146,187 91,990
Operating Partnership unitholders’ non-controlling interests 41,190 27,649
−Removed: 37,258 27,649
−Removed: 183,445 119,639
+Added: Total Equity 188,418 119,639
Total Liabilities and Equity $ 331,565 $ 258,885
−Removed: $ 314,228 $ 258,885
The accompanying notes are an integral part of these consolidated financial statements.
POSTAL REALTY TRUST, INC.
−Removed: CONSOLIDATED STATEMENTS OF OPERATIONS
+Added: CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except share data )
For the Three Months Ended
−Removed: June 30, For the Six Months Ended
+Added: September 30, For the Nine Months Ended
+Added: September 30,
2021 2020 2021 2020
Rental income $ 10,204 $ 6,014 $ 27,668 $ 16,209
−Removed: $ 8,977 $ 5,293 $ 17,464 $ 10,195
−Removed: Fee and other income
−Removed: 551 312 929 607
+Added: Fee and other 325 276 1,137 817
Total revenues 10,529 6,290 28,805 17,026
−Removed: 9,528 5,605 18,393 10,802
Operating expenses:
Real estate taxes 1,625 798 3,877 2,137
−Removed: 1,163 697 2,252 1,339
Property operating expenses 983 461 2,708 1,261
−Removed: 815 394 1,725 801
General and administrative 2,596 2,027 7,881 6,246
−Removed: 2,716 1,917 5,285 4,218
Depreciation and amortization 3,743 2,394 10,131 6,591
−Removed: 3,219 2,162 6,388 4,197
Total operating expenses 8,947 5,680 24,597 16,235
−Removed: 7,913 5,170 15,650 10,555
Income from operations 1,582 610 4,208 791
+Added: Other income 159 7 276 73
Interest expense, net:
Contractual interest expense ( 734 ) ( 484 ) ( 2,000 ) ( 1,757 )
−Removed: ( 621 ) ( 546 ) ( 1,266 ) ( 1,273 )
Write-off and amortization of deferred financing fees ( 295 ) ( 124 ) ( 585 ) ( 344 )
−Removed: ( 145 ) ( 115 ) ( 290 ) ( 220 )
Loss on early extinguishment of debt — — ( 202 ) —
−Removed: — — ( 202 ) —
Interest income 1 1 2 2
Total interest expense, net ( 1,028 ) ( 607 ) ( 2,785 ) ( 2,099 )
−Removed: ( 765 ) ( 660 ) ( 1,757 ) ( 1,492 )
Income (loss) before income tax expense 713 10 1,699 ( 1,235 )
−Removed: 850 ( 225 ) 986 ( 1,245 )
Income tax expense ( 37 ) ( 30 ) ( 75 ) ( 45 )
−Removed: ( 27 ) ( 5 ) ( 38 ) ( 15 )
Net income (loss) 676 ( 20 ) 1,624 ( 1,280 )
−Removed: 823 ( 230 ) 948 ( 1,260 )
Net (income) loss attributable to Operating Partnership unitholders’ non-controlling interests ( 145 ) 5 ( 320 ) 436
−Removed: ( 152 ) 79 ( 176 ) 431
Net income (loss) attributable to common stockholders $ 531 $ ( 15 ) $ 1,304 $ ( 844 )
−Removed: $ 671 $ ( 151 ) $ 772 $ ( 829 )
Net income (loss) per share:
Basic and Diluted $ 0.03 $ ( 0.01 ) $ 0.06 $ ( 0.18 )
−Removed: $ 0.04 $ ( 0.05 ) $ 0.04 $ ( 0.19 )
Weighted average common shares outstanding:
Basic and Diluted 13,413,132 8,425,708 13,044,340 6,276,145
−Removed: 13,081,018 5,205,153 12,766,791 5,189,900
+Added: Comprehensive income (loss):
+Added: Net income (loss) $ 676 $ ( 20 ) $ 1,624 $ ( 1,280 )
+Added: Unrealized gain on financial instrument 394 — 394 —
+Added: Comprehensive income (loss) 1,070 ( 20 ) 2,018 ( 1,280 )
+Added: Comprehensive (income) loss attributable to Operating Partnership unitholders’ non-controlling interests ( 229 ) 5 ( 404 ) 436
+Added: Comprehensive income (loss) attributable to common stockholders $ 841 $ ( 15 ) $ 1,614 $ ( 844 )
The accompanying notes are an integral part of these consolidated financial statements.
4 unchanged sentences
Stock Additional
−Removed: Capital Accumulated
+Added: Capital Accumulated Other Comprehensive Income Accumulated
(Deficit) Total Stockholders’
4 unchanged sentences
Issuance of OP Units in connection with a transaction — — — — — — 7,922 7,922
−Removed: — — — — — 7,922 7,922
Issuance and amortization of equity-based compensation 103,463 1 519 — — 520 185 705
−Removed: 103,463 1 519 — 520 185 705
Issuance and amortization under ESPP 3,538 — 53 — — 53 — 53
−Removed: 3,538 — 53 — 53 — 53
Dividends declared ($ 0.17 per share)
— — — — ( 923 ) ( 923 ) ( 478 ) ( 1,401 )
−Removed: — — — ( 677 ) ( 677 ) ( 352 ) ( 1,029 )
+Added: Net loss — — — — ( 677 ) ( 677 ) ( 352 ) ( 1,029 )
Reallocation of non-controlling interest — — 2,219 — — 2,219 ( 2,219 ) —
−Removed: — — 2,219 — 2,219 ( 2,219 ) —
Balance - March 31, 2020 5,420,111 $ 54 $ 54,187 $ — $ ( 4,176 ) $ 50,065 $ 26,008 $ 76,073
7 unchanged sentences
Balance – June 30, 2020 5,451,066 $ 54 $ 54,352 $ — $ ( 5,416 ) $ 48,990 $ 25,550 $ 74,540
−Removed: Balance - December 31, 2020 9,464,403 $ 95 $ 100,812 $ ( 8,917 ) $ 91,990 $ 27,649 $ 119,639
Net proceeds from sale of common stock 4,021,840 40 48,500 — — 48,540 — 48,540
−Removed: 3,737,500 37 53,203 — 53,240 — 53,240
Issuance and amortization of equity-based compensation — — 367 — — 367 191 558
−Removed: 149,121 1 885 — 886 230 1,116
Issuance and amortization under ESPP 3,651 1 61 — — 62 — 62
+Added: Dividends declared ($ 0.205 per share)
— 0 — — — ( 1,948 ) ( 1,948 ) ( 585 ) ( 2,533 )
+Added: Net loss — — — — ( 15 ) ( 15 ) ( 5 ) ( 20 )
+Added: Reallocation of non-controlling interest — — ( 2,845 ) — — ( 2,845 ) 2,845 —
+Added: Balance - September 30, 2020 9,476,557 $ 95 $ 100,435 — $ ( 7,379 ) 93,151 $ 27,996 121,147
+Added: Balance - December 31, 2020 9,464,403 $ 95 $ 100,812 $ — $ ( 8,917 ) $ 91,990 $ 27,649 $ 119,639
+Added: Net proceeds from sale of common stock 3,737,500 37 53,203 — — 53,240 — 53,240
+Added: Issuance and amortization of equity-based compensation 149,121 1 885 — — 886 230 1,116
+Added: Issuance and amortization under ESPP 3,987 — 66 — — 66 — 66
Restricted stock withholdings ( 1,291 ) — ( 21 ) — — ( 21 ) — ( 21 )
−Removed: ( 1,291 ) — ( 21 ) — ( 21 ) — ( 21 )
Dividends declared ($ 0.2175 per share)
— — — — ( 2,916 ) ( 2,916 ) ( 650 ) ( 3,566 )
−Removed: — — — 103 103 23 126
+Added: Net income — — — — 103 103 23 126
Reallocation of non-controlling interest — — ( 3,831 ) — — ( 3,831 ) 3,831 —
−Removed: — — ( 3,831 ) — ( 3,831 ) 3,831 —
Balance – March 31, 2021 13,353,720 $ 133 $ 151,114 $ — $ ( 11,730 ) $ 139,517 $ 31,083 $ 170,600
9 unchanged sentences
Balance – June 30, 2021 13,679,618 $ 136 $ 160,061 $ — $ ( 14,010 ) $ 146,187 $ 37,258 $ 183,445
+Added: Net proceeds from sale of common stock 25,015 1 408 — — 409 — 409
+Added: Issuance of OP Units in connection with transactions — — — — — — 6,480 6,480
+Added: Forfeiture and amortization of equity-based compensation ( 468 ) — 495 — — 495 326 821
+Added: Issuance and amortization under ESPP 5,117 — 88 — — 88 — 88
+Added: Dividends declared ($ 0.2225 per share)
+Added: — — — — ( 3,054 ) ( 3,054 ) ( 841 ) ( 3,895 )
+Added: Other comprehensive income — — — 310 — 310 84 394
+Added: Net income — — — — 531 531 145 676
+Added: Reallocation of non-controlling interest — — 2,262 — — 2,262 ( 2,262 ) —
+Added: Balance – September 30, 2021 13,709,282 $ 137 $ 163,314 $ 310 $ ( 16,533 ) $ 147,228 $ 41,190 $ 188,418
The accompanying notes are an integral part of these consolidated financial statements.
2 unchanged sentences
(in thousands)
−Removed: For the Six Months Ended
+Added: For the Nine Months Ended
+Added: September 30,
Cash flows from operating activities:
10 unchanged sentences
Deferred rent expense payable 10 13
−Removed: Non-cash lease expense 7 —
Changes in assets and liabilities:
5 unchanged sentences
Acquisition of real estate ( 60,748 ) ( 60,145 )
+Added: Investment in financing lease — ( 516 )
Repayment of financing lease 4 —
7 unchanged sentences
Repayments of secured borrowings ( 13,840 ) ( 82 )
−Removed: Proceeds from revolving credit facility 47,500 20,000
−Removed: Repayments of revolving credit facility ( 43,000 ) ( 6,531 )
+Added: Proceeds from term loan 50,000 —
+Added: Proceeds from revolving credit facility borrowings 101,000 43,500
+Added: Repayments of revolving credit facility borrowings ( 134,500 ) ( 48,500 )
Proceeds from other financing activity — 557
22 unchanged sentences
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.
−Removed: As of June 30, 2021, the Company held an approximately 79.7 % interest in the Operating Partnership.
+Added: As of September 30, 2021, the Company held an approximately 78.1 % 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.
6 unchanged sentences
NPM was formed on November 17, 2004, for the purpose of managing commercial real estate properties.
−Removed: As of June 30, 2021, the Company owned a portfolio of 852 postal properties located in 49 states.
+Added: As of September 30, 2021, the Company owned a portfolio of 911 properties located in 49 states.
The Company’s properties are primarily leased to a single tenant, the United States Postal Service (the “USPS”).
1 unchanged sentence
Spodek and his affiliates, his family members and their partners.
−Removed: 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.
−Removed: 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.
+Added: Pursuant to the Company’s articles of amendment and restatement, the Company is currently authorized to issue up to 500,000,000 shares of Class A common stock, 27,206 shares of Class B common stock, $ 0.01 par value per share (the “Class B common stock” or “Voting Equivalency stock”), and up to 100,000,000 shares of preferred stock.
The Company believes it has been organized in conformity with, and has operated in a manner that has enabled it to meet, the requirements for qualification as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), and the Company elected to be taxed as a REIT under the Code commencing with the Company’s short taxable year ended December 31, 2019.
25 unchanged sentences
Deferred Costs
−Removed: 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.
−Removed: Deferred financing costs related to the Company’s credit facility (the “2019 Credit Facility”), established under a credit agreement dated as of September 27, 2019, as amended (the “2019 Credit Agreement”), are deferred and amortized as an increase to interest expense over the term of the 2019 Credit Facility and are included in “Prepaid expenses and other assets, net” on the Consolidated Balance Sheets.
+Added: Financing costs related to the issuance of the Company’s 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.
+Added: Deferred financing costs related to the Company’s previous revolving credit facility (the “2019 Credit Facility”), which was established under a credit agreement dated as of September 27, 2019, as amended, and terminated on August 9, 2021, and the revolving credit facility component (the "2021 Revolving Credit Facility") of the Company's existing credit facilities (the “2021 Credit Facilities”), established under a credit agreement dated as of August 9, 2021 (the “2021 Credit Agreement”), are deferred and amortized as an increase to interest expense over the terms of the 2019 Credit Facility and the 2021 Revolving Credit Facility, respectively, and are included in “Prepaid expenses and other assets, net” on the Consolidated Balance Sheets.
Reclassifications
6 unchanged sentences
The following table provides a reconciliation of cash and escrows and reserves reported within the Consolidated Balance Sheets and Consolidated Statements of Cash Flows:
+Added: September 30,
2021 December 31,
9 unchanged sentences
Rental income is recognized on a straight-line basis over the term of the lease.
−Removed: In addition, certain lease agreements provide for reimbursements from tenants for real estate taxes and other recoverable costs, which are recorded on an accrual basis as part of “Rental income” in the Consolidated Statement of Operations.
−Removed: Fee and other income primarily consists of property management fees.
+Added: In addition, certain lease agreements provide for reimbursements from tenants for real estate taxes and other recoverable costs, which are recorded on an accrual basis as part of “Rental income” in the Consolidated Statements of Operations.
+Added: Fee and other primarily consists of property management fees.
These fees arise from contractual agreements with entities that are affiliated with the Company’s chief executive officer (the “CEO”).
3 unchanged sentences
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.
−Removed: Over the lease term, the investment in the direct financing lease is reduced and income is recognized as revenue in “Fee and other income” in the Consolidated Statements of Operations and produces a constant periodic rate of return on the investment in direct financing lease, net.
+Added: Over the lease term, the investment in the direct financing lease is reduced and income is recognized as revenue in “Fee and other” in the Consolidated Statements of Operations and Comprehensive Income (Loss) and produces a constant periodic rate of return on the investment in direct financing lease, net.
Fair Value of Financial Instruments
1 unchanged sentence
However, considerable judgment is necessary to interpret market data and develop estimated fair value.
−Removed: Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the assets and liabilities as of June 30, 2021 and December 31, 2020.
+Added: 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 September 30, 2021 and December 31, 2020.
The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
−Removed: Cash, escrows and reserves, receivables, prepaid expenses, accounts payable and accrued expenses are carried at amounts which reasonably approximate their fair values as of June 30, 2021 and December 31, 2020 due to their short maturities.
−Removed: As of June 30, 2021 and December 31, 2020, the Company had an investment in a direct financing lease with a carrying value of $ 0.5 million and $ 0.5 million, respectively, and an effective interest rate of 7.89 % and 7.89 %, respectively.
−Removed: The carrying value of the investment in a direct financing lease approximated the fair market value as of June 30, 2021 and December 31, 2020.
+Added: Cash, escrows and reserves, receivables, prepaid expenses, accounts payable and accrued expenses are carried at amounts which reasonably approximate their fair values as of September 30, 2021 and December 31, 2020 due to their short maturities.
+Added: As of September 30, 2021 and December 31, 2020, the Company had an investment in a direct financing lease with a carrying value of $ 0.5 million and $ 0.5 million, respectively, and an effective interest rate of 7.89 % and 7.89 %, respectively.
+Added: The carrying value of the investment in a direct financing lease approximated the fair market value as of September 30, 2021 and December 31, 2020.
The fair value of the Company’s direct financing lease was categorized as a Level 3 basis (as provided by ASC 820, Fair Value Measurements and Disclosures).
−Removed: The fair value of the Company’s borrowings under its 2019 Credit Facility approximates carrying value.
−Removed: The fair value of the Company’s secured borrowings aggregated approximately $ 33.3 million and $ 47.1 million as compared to the principal balance of $ 33.2 million and $ 47.0 million as of June 30, 2021 and December 31, 2020, respectively.
−Removed: The fair value of the
+Added: The fair value of the Company’s borrowings under its 2019 Credit Facility and 2021 Credit Facilities approximates carrying value.
+Added: The fair value of the Company’s secured borrowings aggregated approximately $ 33.2 million and $ 47.1 million as compared to the principal balance of $ 33.2 million and $ 47.0 million as of September 30, 2021 and December 31, 2020,
POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Company’s debt was categorized as a Level 3 basis (as provided by ASC 820, Fair Value Measurements and Disclosures).
+Added: respectively.
+Added: 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.
−Removed: Disclosure about fair value of assets and liabilities is based on pertinent information available to management as of June 30, 2021 and December 31, 2020.
−Removed: Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since June 30, 2021 and current estimates of fair value may differ significantly from the amounts presented herein.
+Added: The Company's derivative assets, comprised of one interest rate swap derivative instrument entered into on August 9, 2021 in connection with the 2021 Credit Facilities, are recorded at fair value based on a variety of observable inputs, including contractual terms, interest rate curves, yield curves, measure of volatility, and correlations of such inputs.
+Added: The Company measures its derivatives at fair value on a recurring basis based on the expected size of future cash flows on a discounted basis and incorporating a measure of non-performance risk.
+Added: The fair value of the Company's derivative assets was categorized as a Level 2 basis (as provided by ASC 820, Fair Value Measurements and Disclosures).
+Added: The Company considers its own credit risk, as well as the credit risk of its counterparties, when evaluating the fair value of its derivative assets.
+Added: As of September 30, 2021, the fair value of the Company’s interest rate swap derivative instrument was approximately $ 0.4 million, included in “Prepaid expenses and other assets, net” on the Consolidated Balance Sheets.
+Added: Disclosure about fair value of assets and liabilities is based on pertinent information available to management as of September 30, 2021 and December 31, 2020.
+Added: 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 September 30, 2021 and current estimates of fair value may differ significantly from the amounts presented herein.
+Added: Derivative Instruments and Hedging Activities
+Added: In accordance with ASC 815, Derivatives and Hedging, the Company records all derivative instruments on the Consolidated Balance Sheets at fair value.
+Added: The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.
+Added: Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows are considered cash flow hedges.
+Added: Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge.
+Added: The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
+Added: Derivatives and Hedging Activities for further details.
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.
4 unchanged sentences
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.
−Removed: No impairments were recorded during the three and six months ended June 30, 2021 and 2020.
+Added: No impairments were recorded during the three and nine months ended September 30, 2021 and 2020.
Concentration of Credit Risks
−Removed: As of June 30, 2021, the Company’s properties were leased primarily to a single tenant, the USPS.
−Removed: For the six months ended June 30, 2021, 18.9 % of the Company’s total rental income, or $ 17.5 million, was concentrated in Pennsylvania.
−Removed: For the six months ended June 30, 2020, no state had a concentration of rental income over 10% as a percentage of total rental income.
−Removed: 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.
−Removed: The Company has deposited cash and maintains its bank deposits with large financial institutions in amounts that exceed federally insured limits.
+Added: As of September 30, 2021, the Company’s properties were leased primarily to a single tenant, the USPS.
+Added: For the nine months ended September 30, 2021, 18.3 % of the Company’s total rental income, or $ 27.7 million, was concentrated in Pennsylvania.
+Added: For the nine months ended September 30, 2020, no state had a concentration of rental income over 10% as a percentage of total rental income.
+Added: The ability of the USPS to honor the terms of its 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.
+Added: POSTAL REALTY TRUST, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: The Company has deposited cash and maintains its bank deposits with large financial institutions in amounts that, from time to time, exceed federally insured limits.
The Company has not experienced any losses in such accounts.
9 unchanged sentences
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.
−Removed: 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
−Removed: POSTAL REALTY TRUST, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: is determinable and approved by insurance company.
+Added: Any amount of insurance recovery in excess of the amount of the losses incurred is considered a gain contingency and is not recorded in 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.
2 unchanged sentences
Diluted earnings per share is calculated after giving effect to all potential dilutive shares outstanding during the period.
−Removed: There were 3,497,577 and 2,855,102 potential shares outstanding related to OP Units and long term incentive units of the Operating Partnership (each, an “LTIP Unit” and collectively, the “LTIP Units”), which are redeemable for cash, or at the Company’s option, shares of Class A common stock on a one -for-one basis, held by non-controlling interests as of June 30, 2021 and 2020, respectively.
+Added: There were 3,847,486 and 2,855,102 potential shares outstanding related to OP Units and long term incentive units of the Operating Partnership (each, an “LTIP Unit”, and collectively, the “LTIP Units”), which are redeemable for cash or, at the Company’s option, shares of Class A common stock on an one -for-one basis, held by non-controlling interests as of September 30, 2021 and 2020, respectively.
These OP Units and LTIP Units would not be dilutive and were not included in the diluted earnings per share for all periods presented.
8 unchanged sentences
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.
+Added: POSTAL REALTY TRUST, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
8 unchanged sentences
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.
−Removed: 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.
2 unchanged sentences
However, the Company elected the lessor practical expedient allowing the Company to not separate these components when certain conditions are met.
−Removed: With this election, the Company combined tenant reimbursements with rental income on its Consolidated Statements of Operations for the period beginning with the three months ended March 31, 2021.
−Removed: 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.
−Removed: During the six months ended June 30, 2021, the Company recorded a right of use asset and a related operating lease liability, each totaling approximately $ 1.2 million, related to one office lease and three ground leases.
−Removed: The right of use lease
−Removed: POSTAL REALTY TRUST, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: asset is included in “Prepaid expenses and other assets, net” and the operating lease liability is included in “Accounts payable, accrued expenses and other” on the Consolidated Balance Sheets.
+Added: With this election, the Company combined tenant reimbursements with rental income on its Consolidated Statements of Operations and Comprehensive Income (Loss) for the period beginning with the three months ended March 31, 2021.
+Added: 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 and Comprehensive Income (Loss).
+Added: During the nine months ended September 30, 2021, the Company recorded a ROU asset and a related operating lease liability, each totaling approximately $ 1.2 million, related to one office lease and four ground leases.
+Added: The ROU lease asset is included in “Prepaid expenses and other assets, net” and the operating lease liability is included in “Accounts payable, accrued expenses and other” on the Consolidated Balance Sheets.
Future Application of Accounting Standards
10 unchanged sentences
Real Estate Acquisitions
−Removed: The following tables summarizes the Company’s acquisitions for the six months ended June 30, 2021.
+Added: The following tables summarizes the Company’s acquisitions for the nine months ended September 30, 2021.
The purchase prices including transaction costs were allocated to the separately identifiable tangible and intangible assets and liabilities based on their relative fair values at the date of acquisition.
The total purchase price including transaction costs was allocated as follows (in thousands):
−Removed: Six Months Ended Number of
+Added: POSTAL REALTY TRUST, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Nine Months Ended Number of
Properties Land Building
6 unchanged sentences
June 30, 2021 (4) 71 $ 5,364 $ 23,550 $ 268 $ 2,207 $ 28 $ ( 156 ) $ ( 5 ) $ 31,256
+Added: September 30, 2021 (5) 59 $ 3,333 $ 15,314 $ 147 $ 1,368 $ 32 $ ( 581 ) $ 24 $ 19,637
Total 184 $ 12,190 $ 58,657 $ 843 $ 5,776 $ 111 $ ( 1,211 ) $ 742 $ 77,108
3 unchanged sentences
The insurance proceeds were received in April 2021.
−Removed: Also includes an intangible liability related to an unfavorable operating lease on a property during the three months ended June 30, 2021 that is included in “Accounts payable, accrued expenses and other” on the Company’s Consolidated Balance Sheets.
−Removed: (2) Includes acquisition costs of $ 0.5 million for the three months ended March 31, 2021 and $ 0.9 million for the three months ended June 30, 2021.
+Added: Also includes an intangible liability related to an unfavorable operating lease on a property during the three months ended June 30, 2021 that is included in “Accounts payable, accrued expenses and other” on the Consolidated Balance Sheets.
+Added: During the three months ended September 30, 2021, includes a below-market ground lease intangible asset.
+Added: (2) Includes closing costs of $ 0.5 million for the three months ended March 31, 2021, $ 0.9 million for the three months ended June 30, 2021 and $ 0.5 million for the three months ended September 30, 2021.
(3) Includes the acquisition of 54 postal properties in various states in individual or portfolio transactions for approximately $ 26.2 million, including closing costs, which was funded with borrowings under the 2019 Credit Facility.
(4) Includes the acquisition of 71 postal properties in various states in individual or portfolio transactions for a price of approximately $ 31.3 million, including closing costs, which was funded with both the issuance of OP Units to the sellers as non-cash consideration (valued at approximately $ 9.0 million using the share price of Class A common stock on the date of each issuance of such OP Units) and borrowings under the 2019 Credit Facility.
+Added: (5) Includes the acquisition of 59 postal properties in various states in individual or portfolio transactions for a price of approximately $ 19.6 million, including closing costs, which was funded with both the issuance of OP Units to the sellers as non-cash consideration (valued at approximately $ 6.5 million using the share price of Class A common stock on the date of each issuance of such OP Units) and borrowings under the 2021 Credit Facilities and, prior to its termination, the 2019 Credit Facility.
POSTAL REALTY TRUST, INC.
7 unchanged sentences
(in thousands)
−Removed: June 30, 2021:
+Added: September 30, 2021:
In-place lease intangibles
10 unchanged sentences
( 12,076 ) 3,350 ( 8,726 )
−Removed: Amortization of in-place lease intangibles was $ 1.5 million and $ 2.9 million for the three and six months ended June 30, 2021, respectively, and $ 1.1 million and $ 2.2 million for the three and six months ended June 30, 2020, respectively.
−Removed: This amortization is included in “Depreciation and amortization” in the Consolidated Statements of Operations.
−Removed: Amortization of acquired above market leases was $ 0.01 million for each of the three and six months ended June 30, 2021 and $ 3,576 and $ 6,682 for the three and six months ended June 30, 2020, respectively, and is included in “Rental income” in the Consolidated Statements of Operations.
−Removed: Amortization of acquired below market leases was $ 0.4 million and $ 0.8 million for the three and six months ended June 30, 2021, respectively, and $ 0.3 million and $ 0.6 million for the three and six months ended June 30, 2020, respectively, and is included in “Rental income” in the Consolidated Statements of Operations.
+Added: Amortization of in-place lease intangibles was $ 1.7 million and $ 4.6 million for the three and nine months ended September 30, 2021, respectively, and $ 1.2 million and $ 3.4 million for the three and nine months ended September 30, 2020, respectively.
+Added: This amortization is included in “Depreciation and amortization” in the Consolidated Statements of Operations and Comprehensive Income (Loss).
+Added: Amortization of acquired above market leases was $ 8,714 and $ 21,432 for the three and nine months ended September 30, 2021, respectively, and $ 5,213 and $ 11,895 for the three and nine months ended September 30, 2020, respectively, and is included in “Rental income” in the Consolidated Statements of Operations and Comprehensive Income (Loss).
+Added: Amortization of acquired below market leases was $ 0.4 million and $ 1.2 million for the three and nine months ended September 30, 2021, respectively, and $ 0.3 million and $ 0.9 million for the three and nine months ended September 30, 2020, respectively, and is included in “Rental income” in the Consolidated Statements of Operations and Comprehensive Income (Loss).
Future amortization/accretion of these intangibles is below (in thousands):
11 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: The following table summarizes the Company’s indebtedness as of June 30, 2021 and December 31, 2020 (dollars in thousands):
+Added: The following table summarizes the Company’s indebtedness as of September 30, 2021 and December 31, 2020 (dollars in thousands):
Outstanding Balance as of
+Added: September 30,
2021 Outstanding
1 unchanged sentence
2020 Interest
+Added: September 30,
2021 Maturity Date
+Added: Revolving Credit Facility Borrowings (1):
+Added: 2021 Revolving Credit Facility $ 44,500 $ — LIBOR+ 150 bps (2)
2019 Credit Facility — 78,000 — —
+Added: 2021 Term Loan (1)
50,000 — LIBOR+ 145 bps (2)
−Removed: September 2023
+Added: Secured Borrowings:
Vision Bank (3)
3 unchanged sentences
Vision Bank – 2018 (5)
−Removed: 852 869 5.00 % January 2038
+Added: 844 869 3.69 % September 2041
Seller Financing (6)
7 unchanged sentences
Total Principal 127,697 125,036
−Removed: 115,725 125,036
Unamortized deferred financing costs ( 880 ) ( 407 )
−Removed: ( 194 ) ( 407 )
−Removed: $ 115,531 $ 124,629
+Added: Total Debt $ 126,817 $ 124,629
Explanatory Notes :
−Removed: (1) On September 27, 2019, the Company entered into the 2019 Credit Agreement, which provided for revolving commitments in an aggregate principal amount of $ 100.0 million with an accordion feature (the "Accordion Feature”) that permits the Company to borrow up to an additional $ 100.0 million for an aggregate total of $ 200.0 million, subject to customary terms and conditions, and a maturity date of September 27, 2023.
−Removed: On January 30, 2020, the Company amended the 2019 Credit Agreement in order to exercise a portion of the Accordion Feature to increase the maximum amount available under the 2019 Credit Facility to $ 150.0 million, subject to the borrowing base properties identified therein remaining unencumbered and subject to an enforceable lease.
−Removed: On June 25, 2020, the Company further amended the 2019 Credit Agreement to revise, among other items, certain definitions and borrowing base calculations to increase available capacity, as well as the restrictive covenant pertaining to consolidated tangible net worth.
−Removed: On November 24, 2020, the Company further amended the 2019 Credit Agreement to revise, among other items, certain definitions and borrowing base calculations to allow leases other than the USPS as a real property subject to certain to certain limitations.
−Removed: On August 9, 2021, the Company entered into a $ 150.0 million senior unsecured revolving credit facility and a $ 50.0 million senior unsecured term loan facility (together, the “2021 Credit Facilities”).
+Added: (1) On September 27, 2019, the Company entered into the 2019 Credit Facility, which provided for revolving commitments in an aggregate principal amount of $ 100.0 million with an accordion feature that permitted the Company to borrow up to an additional $ 100.0 million for an aggregate total of $ 200.0 million.
+Added: On August 9, 2021, the Company entered into the 2021 Credit Facilities, which include the 2021 Revolving Credit Facility and a $ 50.0 million senior unsecured term loan facility (the "2021 Term Loan").
In connection with entering into the 2021 Credit Facilities, the Company terminated the 2019 Credit Facility and paid off the outstanding loans thereunder.
−Removed: See Note 12 – “Subsequent Events” for a description of the material terms of the 2021 Credit Facilities.
−Removed: The interest rates applicable to loans under the 2019 Credit Facility were, at the Company’s option, equal to either a base rate plus a margin ranging from 0.7 % to 1.4 % per annum or LIBOR plus a margin ranging from 1.7 % to 2.4 % per annum, each based on a consolidated leverage ratio.
−Removed: In addition, the Company paid, for the period through and including the three months ended March 31, 2020, an unused facility fee on the revolving commitments under the 2019 Credit Facility of 0.75 % per annum for the first $ 100.0 million and 0.25 % per annum for the portion of revolving commitments exceeding $ 100.0 million, and, for the periods thereafter, an unused facility fee of 0.25 % per annum for the aggregate unused revolving commitments, with both periods utilizing calculations of daily unused commitments under the 2019 Credit Facility.
−Removed: During the three and six months ended June 30, 2021, the Company incurred $ 0.05 million and $ 0.1 million, respectively, of unused facility fees related to the 2019 Credit Facility.
−Removed: During the three and six months ended June 30, 2020, the Company incurred $ 0.1 million and $ 0.2 million, respectively, of unused facility fees related to the 2019 Credit Facility.
−Removed: As of June 30, 2021, the Company was in compliance with all of the 2019 Credit Facility’s debt covenants.
+Added: The 2021 Credit Facilities include an accordion feature which will permit the Company to borrow up to an additional $ 150.0 million under the 2021 Revolving Credit Facility and up to an additional $ 50.0 million under the 2021 Term Loan, in each case subject to customary terms and conditions.
+Added: The 2021 Revolving Credit Facility matures in January 2026, which may be extended for two six-month periods subject to customary conditions, and the 2021 Term Loan matures in January 2027.
+Added: Borrowings under the 2021 Credit Facilities carry an interest rate of, (i) in the case of the 2021 Revolving Credit Facility, either a base rate plus a margin ranging from 0.5 % to 1.0 % per annum or the London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 1.5 % to 2.0 % per annum, or (ii) in the case of the 2021 Term Loan, either a base rate plus a margin ranging from 0.45 % to 0.95 % per annum or LIBOR plus a margin ranging from 1.45 % to 1.95 % per annum, in each case depending on the Company's consolidated leverage ratio.
+Added: With respect to the 2021 Revolving Credit Facility, the Company will pay, if the usage is equal to or less than 50 %, an unused facility fee of 0.20 % per annum, or if the usage is greater than 50 %, an unused facility fee of 0.15 % per annum, in each case on the average daily unused commitments under the 2021 Revolving Credit Facility.
+Added: The 2021 Credit Facilities contain a number of customary financial and non-financial covenants.
+Added: In addition, on August 9, 2021, the Company entered into an interest rate swap that effectively fixed the LIBOR component of the interest rate on $ 50.0 million portion of the 2021 Credit Facilities through January 2027.
+Added: The interest rate swap initially applied to the $ 50.0 million 2021 Term Loan, fixing the interest rate for the 2021 Term Loan at 2.291 % as of September 30, 2021 .
+Added: Derivatives and Hedging Activities below for further details.
+Added: During the three and nine months ended September 30, 2021, the Company incurred $ 0.05 million and $ 0.2 million, respectively, of unused facility fees related to the 2019 Credit Facility and the 2021 Revolving Credit Facility.
+Added: During the three and nine months ended September 30, 2020, the Company incurred $ 0.1 million and $ 0.3 million, respectively, of
POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (2) As of June 30, 2021, the one-month LIBOR rate was 0.10 %.
−Removed: (3) Five properties are collateralized under this loan with Mr.
−Removed: Spodek as the guarantor.
−Removed: 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 %.
+Added: unused facility fees related to the 2019 Credit Facility.
+Added: As of September 30, 2021, the Company was in compliance with all of the 2021 Credit Facilities’ debt covenants.
+Added: (2) As of September 30, 2021, the one-month U.S.
+Added: Dollar LIBOR rate was 0.08025 %.
+Added: (3) Five properties are collateralized under this loan.
+Added: Spodek also provided a personal guarantee of payment for the entire outstanding amount thereunder as of December 31, 2020 and for 50 % of the outstanding amount thereunder as of September 30, 2021.
+Added: On September 30, 2021, the Company amended this loan to extend its maturity to September 2041 and reduce its interest rate to 3.69 % fixed for five years with interest payments only, then adjusting every subsequent five year period thereafter with principal and interest payments to the rate based on the five year weekly average yield on United States Treasury securities adjusted to a constant maturity of five years , as made available to the Board of Governors of the Federal Reserve System (the "Five-Year Treasury Rate"), plus a margin of 2.75 %, with a minimum annual rate of 2.75 %.
(4) The loan is collateralized by first mortgage liens on four properties and a personal guarantee of payment by Mr.
−Removed: Interest rate resets on December 31, 2022 to Prime + 0.25 %.
+Added: On July 23, 2021, the Company amended this loan to reduce its interest rate to 3.625 % fixed for five years , then adjusting annually thereafter to a variable annual rate of Wall Street Journal Prime Rate ("Prime") with a minimum annual rate of 3.625 %.
(5) The loan is collateralized by first mortgage liens on one property and a personal guarantee of payment by Mr.
−Removed: Interest rate resets on January 31, 2023 to Prime + 0.5 %.
+Added: On September 30, 2021, the Company amended this loan to extend its maturity to September 2041 and reduce its interest rate to 3.69 % fixed for five years with interest payments only, then adjusting every subsequent five year period thereafter with principal and interest payments to the rate based on the Five-Year Treasury Rate, plus a margin of 2.75 %, with a minimum annual rate of 2.75 %.
(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 %.
−Removed: On February 3, 2021, the Company fully repaid this mortgage financing and wrote off $ 0.06 million of deferred financing to costs to loss on early extinguishment of debt for the three and six months ended June 30, 2021.
−Removed: See the Consolidated Statements of Operations.
+Added: On February 3, 2021, the Company fully repaid this mortgage financing and wrote off $ 0.06 million of deferred financing to costs to loss on early extinguishment of debt for the nine months ended September 30, 2021.
+Added: See the Consolidated Statements of Operations and Comprehensive Income (Loss).
(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 %.
−Removed: On February 3, 2021, the Company fully repaid this mortgage financing and wrote off $ 0.15 million of deferred financing to costs to loss on early extinguishment of debt for the three and six months ended June 30, 2021.
−Removed: See the Consolidated Statements of Operations.
−Removed: (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”).
+Added: On February 3, 2021, the Company fully repaid this mortgage financing and wrote off $ 0.15 million of deferred financing to costs to loss on early extinguishment of debt for the nine months ended September 30, 2021.
+Added: See the Consolidated Statements of Operations and Comprehensive Income (Loss).
+Added: (9) The loan is secured by a 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.
−Removed: The weighted average maturity date for the Company’s secured borrowing as of June 30, 2021 and December 31, 2020 was 4.5 years and 6.6 years, respectively.
−Removed: The scheduled principal repayments of indebtedness as of June 30, 2021 are as follows (in thousands):
+Added: The weighted average maturity date for the Company’s indebtedness as of September 30, 2021 and December 31, 2020 was 6.1 years and 6.6 years, respectively.
+Added: POSTAL REALTY TRUST, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: The scheduled principal repayments of indebtedness as of September 30, 2021 are as follows (in thousands):
Year Ending December 31, Amount
2021 - Remaining $ 4
−Removed: Lessor Accounting
−Removed: As of June 30, 2021, all of the Company’s properties are 100 % leased to the USPS with the exception of the multi-tenant Industrial Facility.
−Removed: Certain leases have expired and the balance expire at various dates through November 30, 2029.
−Removed: Certain leases contain renewal and termination options exercisable at the lessee’s election.
−Removed: Therefore, such options are only recognized once they are deemed reasonably certain, typically at the time the option is exercised.
−Removed: All of the Company’s leases
POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: are operating leases with the exception of one that is a direct financing lease.
−Removed: The Company’s operating leases and direct financing lease are described below.
+Added: Derivatives and Hedging Activities
+Added: As disclosed above in Note 5.
+Added: Debt, the Company entered into one interest rate swap derivative instrument on August 9, 2021 in connection with its 2021 Credit Facilities, which fixed the LIBOR component of the interest rate on $ 50.0 million portion of the 2021 Credit Facilities through January 29, 2027.
+Added: The interest rate swap was initially applied to the $ 50.0 million 2021 Term Loan, fixing the interest rate for the 2021 Term Loan at 2.291 % as of September 30, 2021.
+Added: The Company’s objectives in using the interest rate derivative are to add stability to interest expense and to manage its exposure to interest rate movements.
+Added: To accomplish these objectives, the Company uses the interest rate swap as part of its interest rate risk management strategy.
+Added: The interest rate swap is designated as a cash flow hedge, with its gain or loss recorded in “Accumulated other comprehensive income” in the Consolidated Statement of Operations and Comprehensive Income (Loss) and subsequently reclassified into interest expense as interest payments are made on the Company’s 2021 Credit Facilities.
+Added: During the next twelve months, the Company estimates that an additional $ 0.4 million will be reclassified from “Accumulated other comprehensive income” as an increase to interest expense.
+Added: The Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedges.
+Added: The table below presents the effect of the Company’s interest rate swap derivative instrument on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2021 and 2020.
+Added: For the Three Months Ended
+Added: September 30, For the Nine Months Ended
+Added: September 30,
+Added: Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps) 2021 2020 2021 2020
+Added: Amount of gain recognized on derivative in "Accumulated other comprehensive income"
+Added: $ 339 $ — $ 339 $ —
+Added: Amount of (loss) reclassified from "Accumulated other comprehensive income" into interest expense
+Added: $ ( 55 ) $ — $ ( 55 ) $ —
+Added: Interest expense, net presented in the Consolidated Statements of Operations and Comprehensive Income (Loss), in which the effects of cash flow hedges are recorded, totaled $ 1.0 million and $ 2.8 million for the three and nine months ended September 30, 2021, respectively, and $ 0.6 million and $ 2.1 million for the three and nine months ended September 30, 2020, respectively.
+Added: As of September 30, 2021, the Company does not have any derivatives in a net liability position and has not posted any collateral related to these agreements.
+Added: If the Company had breached any of these provisions as of September 30, 2021, it could have been required to settle its obligations under the agreements at their termination value.
+Added: POSTAL REALTY TRUST, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Lessor Accounting
+Added: As of September 30, 2021, the Company’s properties were leased primarily to the USPS.
+Added: Certain leases have expired and the balance expire at various dates through September 30, 2030.
+Added: Certain leases contain renewal, termination and/or purchase options exercisable at the lessee’s election.
+Added: Therefore, such options are only recognized once they are deemed reasonably certain, typically at the time the option is exercised.
+Added: 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.
−Removed: 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.
−Removed: As a result, rental income and tenant reimbursements were aggregated into a single line within rental revenues in the consolidated statement of operations.
+Added: The Company elected the practical expedient to account for its lease and non-lease components as a single combined operating lease component under Topic 842.
+Added: As a result, rental income and tenant reimbursements were aggregated into a single line within rental revenues in the Consolidated Statements of Operations and Comprehensive Income (Loss).
The following table represents rental revenue that the Company recognized related to its operating leases (in thousands):
For the Three Months Ended
−Removed: June 30, For the Six Months Ended
+Added: September 30, For the Nine Months Ended
+Added: September 30,
2021 2020 2021 2020
4 unchanged sentences
$ 10,204 $ 6,014 $ 27,668 $ 16,209
−Removed: Future minimum lease payments to be received as of June 30, 2021 under non-cancellable operating leases for the next five years and thereafter are as follows:
+Added: Future minimum lease payments to be received as of September 30, 2021 under non-cancellable operating leases for the next five years and thereafter are as follows:
Year Ending December 31, Amount (1)
3 unchanged sentences
(1) The above minimum lease payments to be received do not include reimbursements from tenants for real estate taxes and other reimbursed expenses.
−Removed: (2) As of June 30, 2021, the leases at 18 of the Company’s properties were expired, and the USPS was occupying such properties as a holdover tenant.
+Added: (2) As of September 30, 2021, the leases at 26 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.
−Removed: (3) The Company has received notice on one property which the USPS intends to vacate at the end of August 2021.
+Added: (3) The USPS vacated one property at the end of September 2021.
+Added: The Company is moving forward with marketing the property for lease, though there can be no assurance as to when or on what terms the property will be leased.
POSTAL REALTY TRUST, INC.
1 unchanged sentence
Direct Financing Lease
−Removed: As of June 30, 2021 and December 31, 2020, the Company has one direct financing lease agreement related to one of its postal properties.
−Removed: The components of the Company’s net investment in financing lease as of June 30, 2021 and December 31, 2020 are summarized in the table below (in thousands):
+Added: As of September 30, 2021 and December 31, 2020, the Company has one direct financing lease agreement related to one of its postal properties.
+Added: The components of the Company’s net investment in financing lease as of September 30, 2021 and December 31, 2020 are summarized in the table below (in thousands):
+Added: September 30,
Total minimum lease payment receivable
3 unchanged sentences
Investment in financing lease, net
−Removed: Future lease payments to be received under the Company’s direct financing lease as of June 30, 2021 for the next five years and thereafter are as follows:
+Added: Future lease payments to be received under the Company’s direct financing lease as of September 30, 2021 for the next five years and thereafter are as follows:
Year Ending December 31, Amount
3 unchanged sentences
As a lessee, the Company has ground and office leases which were classified as operating leases.
−Removed: 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.
−Removed: 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.
−Removed: As of June 30, 2021, these leases had remaining terms, including renewal options, of 3 to 36 years and a weighted average remaining lease term of 20.3 years.
−Removed: Operating right-of-use assets and lease liabilities are included in “Prepaid expenses and other assets, net” and “Accounts payable, accrued expense and other” in the Consolidated Balance Sheets as follows (in thousands):
−Removed: Right-of-use asset – operating leases
+Added: On January 1, 2021 the Company adopted Topic 842 and recognized ROU assets of $ 1.2 million and lease liabilities of $ 1.2 million.
+Added: As of September 30, 2021, these leases had remaining terms, including renewal options, of three to 51 years and a weighted average remaining lease term of 21.4 years.
+Added: Operating ROU assets and lease liabilities are included in “Prepaid expenses and other assets, net” and “Accounts payable, accrued expense and other” in the Consolidated Balance Sheets as follows (in thousands):
+Added: September 30,
+Added: ROU asset – operating leases
Lease liability – operating leases
+Added: The difference between the recorded ROU assets and lease liabilities is mainly due to the reclassification of the below market ground lease intangible asset which was included within the ROU assets recognized upon transition.
Operating lease liabilities are measured at the commencement date based on the present value of future lease payments.
5 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Operating lease expense for each of the three and six months ended June 30, 2021 and 2020 was $ 0.06 million and $ 0.1 million, respectively.
−Removed: Future minimum lease payments to be paid by the Company as a lessee for operating leases as of June 30, 2021 for the next five years and thereafter are as follows (in thousands):
+Added: Operating lease expense for each of the three and nine months ended September 30, 2021 and 2020 was $ 0.06 million and $ 0.1 million, respectively.
+Added: Future minimum lease payments to be paid by the Company as a lessee for operating leases as of September 30, 2021 for the next five years and thereafter are as follows (in thousands):
2021 — Remaining $ 56
1 unchanged sentence
Interest discount
−Removed: Future minimum ground lease payments under ASC 840 as of December 31, 2020 were as follows ( in thousands):
+Added: Future minimum ground lease payments under Topic 840 as of December 31, 2020 were as follows (in thousands):
Year Ending December 31, Amount
1 unchanged sentence
Total $ 1,277
−Removed: Future minimum office lease payments under ASC 840 as of December 31, 2020 were as follows ( in thousands):
+Added: Future minimum office lease payments under Topic 840 as of December 31, 2020 were as follows (in thousands):
Year Ending December 31, Amount
2 unchanged sentences
The resulting restrictions on travel and quarantines imposed have had a negative impact on the U.S.
−Removed: 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.
−Removed: For the six months ended June 30, 2021, the Company received 100 % of its rents and the Company believes there was no material impact caused by COVID-19 on the Company.
+Added: 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 tenants and operating results.
+Added: For the nine months ended September 30, 2021, the Company received 100 % of its rents and the Company believes there was no material impact caused by COVID-19 on the Company.
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.
−Removed: PRM generates income, resulting in federal and state corporate income tax liability for PRM.
−Removed: For the three and six months ended June 30, 2021, income tax expense related to
+Added: PRM generates income, resulting in federal and
POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: PRM was $ 0.03 million and $ 0.04 million, respectively.
−Removed: For the three and six months ended June 30, 2020, income tax expense related to PRM was $ 0.02 million and $ 0.03 million, respectively.
+Added: state corporate income tax liability for PRM.
+Added: For the three and nine months ended September 30, 2021, income tax expense related to PRM was $ 0.02 million and $ 0.06 million, respectively.
+Added: For the three and nine months ended September 30, 2020, income tax expense related to PRM was $ 0.02 million and $ 0.05 million, respectively.
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.
1 unchanged sentence
The indirect sole shareholder of UPH will be responsible for all tax related matters related to UPH.
−Removed: As of June 30, 2021 and December 31, 2020, the Company had unrecognized tax benefits of $ 0.5 million and $ 0.4 million, respectively, which is inclusive of interest and penalties and a corresponding indemnification asset which is recorded in prepaid expenses and other assets on the Consolidated Balance Sheets.
+Added: As of September 30, 2021 and December 31, 2020, the Company had unrecognized tax benefits of $ 0.2 million and $ 0.4 million, respectively, which are inclusive of interest and penalties, and a corresponding indemnification asset, which is recorded in prepaid expenses and other assets on the Consolidated Balance Sheets.
+Added: During the three months ended September 30, 2021, the Company reversed $ 0.2 million of unrecognized tax benefits and the corresponding indemnification asset due to the expiration of statute of limitations.
On March 27, 2020, the President signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).
1 unchanged sentence
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.
−Removed: 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.
+Added: These provisions did not result in a material impact to the Company’s taxable income or tax liabilities.
Related Party Transactions
Management Fee Income
−Removed: PRM recognized management fee income of $ 0.4 million and $ 0.7 million for the three and six months ended June 30, 2021, respectively, and $ 0.2 million and $ 0.5 million for the three and six months ended June 30, 2020, respectively, from various properties which were affiliated with the Company's CEO.
−Removed: These amounts are included in “Fee and other income” in the Consolidated Statements of Operations.
−Removed: Accrued management fees receivable was $ 0.4 million and $ 0.3 million as of June 30, 2021 and December 31, 2020, respectively, are included in “Rents and other receivables” in the Consolidated Balance Sheets.
+Added: PRM recognized management fee income of $ 0.3 million and $ 1.0 million for the three and nine months ended September 30, 2021, respectively, and $ 0.3 million and $ 0.8 million for the three and nine months ended September 30, 2020, respectively, from various properties which were affiliated with the Company's CEO.
+Added: These amounts are included in “Fee and other” in the Consolidated Statements of Operations and Comprehensive Income (Loss).
+Added: Accrued management fees receivable was $ 0.3 million and $ 0.3 million as of September 30, 2021 and December 31, 2020, respectively, are included in “Rents and other receivables” on the Consolidated Balance Sheets.
Related Party Lease
−Removed: 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”).
−Removed: Pursuant to the Office Lease, the monthly rent was $ 15,000 subject to escalations.
−Removed: 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.
−Removed: In connection with the IPO, the Office Lease was terminated.
−Removed: 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”).
−Removed: Pursuant to the New Lease, the monthly rent is $ 15,000 subject to escalations.
−Removed: The term of the New Lease is five years commencing on May 17, 2019 and will expire on May 16, 2024.
−Removed: Rental expenses associated with the office lease for the three and six months ended June 30, 2021 was $ 0.05 million and $ 0.1 million, respectively, and for the three and six months ended June 30, 2020 was $ 0.05 million and $ 0.1 million, respectively, and was recorded in “General and administrative expenses” in the Consolidated Statements of Operations.
−Removed: The Company determined this lease was an operating lease.
−Removed: For further detail see Note 6 – Leases.
+Added: On May 17, 2019, the Company entered into a lease for office space in Cedarhurst, New York with an entity affiliated with the Company’s CEO (the “Office Lease”).
+Added: Pursuant to the Office Lease, the monthly rent is $ 15,000 subject to escalations.
+Added: The term of the Office Lease is five years commencing on May 17, 2019 and will expire on May 16, 2024.
+Added: Rental expenses associated with the Office Lease for the three and nine months ended September 30, 2021 were $ 0.05 million and $ 0.1 million, respectively, and for the three and nine months ended September 30, 2020 was $ 0.05 million and $ 0.1 million, respectively, and was recorded in “General and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Income (Loss).
+Added: The Company determined this Office Lease was an operating lease.
+Added: For further detail see Note 7.
Transfer of Real Property
5 unchanged sentences
The independent members of the Company’s Board of Directors ratified the no consideration transfer.
+Added: As disclosed above in Note 5.
+Added: Spodek, the Company’s CEO, personally guaranteed a portion of or the entire amount outstanding under the Company’s loans with First Oklahoma Bank and Vision Bank, totaling $ 1.9 million and $ 2.7
POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Spodek, the Company’s CEO, has personally guaranteed the Company’s loans with First Oklahoma Bank that were obtained prior to 2020 and Vision Bank, totaling $ 2.6 million and $ 2.7 million as of June 30, 2021 and December 31, 2020, respectively.
+Added: million as of September 30, 2021 and December 31, 2020, respectively.
As a guarantor, Mr.
−Removed: 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.
+Added: Spodek’s interests with respect to the amount of 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
2 unchanged sentences
For the Three Months Ended
−Removed: June 30, For the Six Months Ended
+Added: September 30, For the Nine Months Ended
+Added: September 30,
2021 2020 2021 2020
7 unchanged sentences
Explanatory Notes :
−Removed: (1) OP Units and LTIP Units would not be dilutive and were not included in the computation of diluted earnings per share for all periods presented.
+Added: (1) OP Units and LTIP Units would not be dilutive and were not included in the computation of diluted EPS for all periods presented.
Stockholder’s Equity
8 unchanged sentences
Davidson, which termination became effective May 14, 2021.
+Added: The following table summarizes the activity under the ATM Program for the periods presented (dollars and shares issued in thousands, except per share amounts).
+Added: 344,717 shares were issued under the ATM Program during the nine months ended September 30, 2021.
+Added: As of September 30, 2021, the Company had approximately $ 43.1 million remaining that may be issued under the ATM Program.
POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: The following table summarizes the activity under the ATM Program for the period presented (dollars in thousands, except per share amounts).
−Removed: There was no activity under the ATM Program for the three months ended March 31, 2021.
−Removed: As of June 30, 2021, the Company had approximately $ 43.6 million remaining that may be issued under the ATM Program.
Three Months Ended
−Removed: June 30, 2021
+Added: September 30, 2021 Nine Months Ended
+Added: September 30, 2021
Shares issued 25 345
3 unchanged sentences
Average gross sales price per share $ 19.76 $ 20.00
−Removed: During the three and six months ended June 30, 2021, the Board of Directors approved and the Company declared and paid dividends of $ 3.6 million and $ 7.2 million, respectively, to Class A common stockholders, Voting Equivalency stockholders, OP unitholders and LTIP unitholders, or $ 0.22 per share and $ 0.4375 per share, respectively, as shown in the table below.
+Added: During the three and nine months ended September 30, 2021, the Board of Directors approved and the Company declared and paid dividends of $ 3.9 million and $ 11.1 million, respectively, to Class A common stockholders, Voting Equivalency stockholders, OP unitholders and LTIP unitholders, or $ 0.2225 per share and $ 0.6600 per share, respectively, as shown in the table below.
Declaration Date Record Date Date Paid Amount Per Share
1 unchanged sentence
April 30, 2021 May 14, 2021 May 28, 2021 $ 0.2200
+Added: July 27, 2021 August 13, 2021 August 27, 2021 $ 0.2225
Non-controlling Interests
Non-controlling interests in the Company represent OP Units held by the Predecessor’s prior investors and certain sellers of properties to the Company and LTIP Units primarily issued to the Company’s CEO and the Board of Directors in connection with the IPO and/or in lieu of their cash compensation.
−Removed: During the six months ended June 30, 2021, the Company issued 137,259 LTIP Units in February 2021 to the Company’s CEO for his 2020 incentive bonus, his election to defer 100 % of his 2021 annual salary and for long term incentive compensation and issued 28,997 LTIP Units in June 2021 to the Board of Directors for their annual retainers as compensation for their services as directors.
−Removed: As of June 30, 2021 and December 31, 2020, non-controlling interests consisted of 3,122,312 OP Units and 375,265 LTIP Units and 2,640,795 OP Units and 209,009 LTIP Units, respectively.
−Removed: This represented approximately 20.3 % and 23.1 % of the outstanding Operating Partnership units as of June 30, 2021 and December 31, 2020, respectively.
+Added: During the nine months ended September 30, 2021, the Company issued 137,259 LTIP Units in February 2021 to the Company’s CEO for his 2020 incentive bonus, his election to defer 100 % of his 2021 annual salary and for long term incentive compensation and issued 28,997 LTIP Units in June 2021 to the Board of Directors for their annual retainers as compensation for their services as directors.
+Added: As of September 30, 2021 and December 31, 2020, non-controlling interests consisted of 3,472,221 OP Units and 375,265 LTIP Units and 2,640,795 OP Units and 209,009 LTIP Units, respectively.
+Added: This represented approximately 21.9 % and 23.1 % of the outstanding Operating Partnership units as of September 30, 2021 and December 31, 2020, respectively.
Operating Partnership units and shares of common stock generally have the same economic characteristics, as they share equally in the total net income or loss distributions of the Operating Partnership.
−Removed: Beginning on or after the date which is 12 months after the later of (i) the completion of the IPO or (ii) the date on which a person first became a holder of common units, each limited partner and assignees of limited partners will have the right, subject to the terms and conditions set forth in the partnership agreement to require the Operating Partnership to redeem all or a portion of the OP Units held by such limited partner or assignee in exchange for cash, or at the Company’s sole discretion, in shares of the Class A common stock, on a one-for-one basis determined in accordance with and subject to adjustment under the partnership agreement.
+Added: 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, shares of the Class A common stock, on an 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.
4 unchanged sentences
The stockholders approved such amendment on June 26, 2020.
−Removed: On April 27, 2021, the Board of Directors further amended the Plan to provide for an automatic increase annually in the number of shares of Class A common stock available for
+Added: On April 27, 2021, the Board of Directors further amended the Plan to provide for an automatic increase annually in the number of shares of Class A common stock available for issuance under the Plan (the “Plan Pool”), allowing the Plan Pool to equal to 10 % of the Company’s fully diluted shares (including securities convertible into shares of the Class A common stock) outstanding on the last day of the immediately preceding fiscal year.
+Added: The stockholders approved such amendment on June 18, 2021.
+Added: As of September 30, 2021, the remaining
POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: issuance under the Plan (the “Plan Pool”), allowing the Plan Pool to equal to 10 % of the Company’s fully diluted shares (including securities convertible into shares of the Class A common stock) outstanding on the last day of the immediately preceding fiscal year.
−Removed: The stockholders approved such amendment on June 18, 2021.
−Removed: As of June 30, 2021, the remaining shares available under the Plan for future issuance was 506,346 .
+Added: shares available under the Plan for future issuance was 506,814 .
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.
−Removed: The following table presents a summary of restricted stock, LTIP Units and RSUs.
−Removed: The balance as of June 30, 2021 represents unvested shares of restricted stock and LTIP Units and RSUs that are outstanding, whether vested or not:
+Added: The following table presents a summary of the Company's outstanding restricted stock, LTIP Units and RSUs.
+Added: The balance as of September 30, 2021 represents unvested shares of restricted stock and LTIP Units and RSUs that are outstanding, whether vested or not:
Shares (1)(2)
6 unchanged sentences
( 1,168 ) — — ( 1,168 ) $ 16.60
−Removed: Outstanding, as of June 30, 2021 306,078 375,264 138,924 820,266 $ 15.70
+Added: Outstanding, as of September 30, 2021 315,781 375,264 128,753 819,798 $ 15.70
Explanatory Notes :
1 unchanged sentence
(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 .
−Removed: The time-based restricted share awards granted to the Company’s directors vest over three years .
+Added: The time-based restricted share awards granted to the Company’s independent directors vest over three years .
(3) Includes 346,268 LTIP Units to the Company’s CEO that vest over eight years and 28,997 LTIP Units to the Company's independent directors that vest over three years or cliff vest at the end of three years .
−Removed: (4) During the six months ended June 30, 2021, 46,714 RSUs was granted to certain officers and employees of the Company subject to the achievement of a service condition and a market condition.
+Added: (4) During the nine months ended September 30, 2021, 46,714 RSUs were 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.
3 unchanged sentences
(5) Includes 46,221 of restricted shares that vested and 12,197 shares of restricted shares that were withheld to satisfy minimum statutory withholding requirements.
−Removed: During the three months ended June 30, 2021 and 2020, the Company recognized compensation expense of $ 0.8 million and $ 0.5 million, respectively, related to all awards.
−Removed: During the six months ended June 30, 2021 and 2020, the Company recognized compensation expense of $ 1.9 million and $ 1.2 million, respectively, related to all awards.
−Removed: As of June 30, 2021, there was $ 9.9 million of total unrecognized compensation cost related to unvested awards, which is expected to be recognized over a weighted average period of 4.8 years.
+Added: During the three months ended September 30, 2021 and 2020, the Company recognized compensation expense of $ 0.8 million and $ 0.6 million, respectively, related to all awards.
+Added: During the nine months ended September 30, 2021 and 2020, the Company recognized compensation expense of $ 2.7 million and $ 1.8 million, respectively, related to all awards.
+Added: As of September 30, 2021, there was $ 9.1 million of total unrecognized compensation cost related to unvested awards, which is expected to be recognized over a weighted average period of 4.5 years.
Employee Stock Purchase Plan
In connection with the IPO, the Company established the Postal Realty Trust, Inc.
−Removed: 2019 Qualified Employee Stock Purchase Plan (“ESPP”), which allows the Company’s employees to purchase shares of the Class A common stock at a
+Added: 2019 Qualified Employee Stock Purchase Plan (“ESPP”), which allows the Company’s employees to purchase shares of the Class A common stock at a discount.
+Added: A total of 100,000 shares of Class A common stock was reserved for sale and authorized for issuance under the ESPP.
+Added: The Code permits the Company to provide up to a 15 % discount on the lesser of the fair market value of such shares of Class A
POSTAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: A total of 100,000 shares of Class A common stock was reserved for sale and authorized for issuance under the ESPP.
−Removed: The Code permits the Company to provide up to a 15 % discount on the lesser of the fair market value of such shares of Class A common stock at the beginning of the offering period and the close of the offering period.
−Removed: As of June 30, 2021 and December 31, 2020, 11,176 and 7,189 shares have been issued under the ESPP since commencement, respectively.
−Removed: During each of the three months ended June 30, 2021 and 2020, the Company recognized compensation expense of $ 0.01 million.
−Removed: During the six months ended June 30, 2021 and 2020, the Company recognized compensation expense of $ 0.02 million and $ 0.01 million, respectively.
+Added: common stock at the beginning of the offering period and the close of the offering period.
+Added: As of September 30, 2021 and December 31, 2020, 16,293 and 7,189 shares have been issued under the ESPP since commencement, respectively.
+Added: During each of the three months ended September 30, 2021 and 2020, the Company recognized compensation expense of $ 0.01 million.
+Added: During the nine months ended September 30, 2021 and 2020, the Company recognized compensation expense of $ 0.03 million and $ 0.02 million, respectively.
Commitments and Contingencies
−Removed: As of June 30, 2021, the Company was not involved in any litigation nor to its knowledge is any litigation threatened against the Predecessor or the Company, as applicable, that, in management’s opinion, would result in any material adverse effect on the Company’s financial position, or which is not covered by insurance.
+Added: As of September 30, 2021, the Company was not involved in any litigation nor to its knowledge is any litigation threatened against the Predecessor or the Company, as applicable, that, in management’s opinion, would result in any material adverse effect on the Company’s financial position, or which is not covered by insurance.
In the ordinary course of the Company’s business, the Company enters into non-binding (except with regard to exclusivity and confidentiality) letters of intent indicating a willingness to negotiate for acquisitions.
1 unchanged sentence
Subsequent Events
−Removed: 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.
−Removed: On July 26, 2021, the Company’s Board of Directors approved, and the Company declared a second quarter common stock dividend of $ 0.2225 per share which is payable on August 27, 2021 to stockholders of record as August 13, 2021.
−Removed: On August 3, 2021, the Company amended its loan with the First Oklahoma Bank to reduce its interest rate to 3.625 % fixed for five years then adjusting annually to Prime with a minimum annual rate of 3.625 %.
−Removed: On August 9, 2021, the Company terminated the 2019 Credit Facility and entered into the 2021 Credit Facilities, which include a $ 150.0 million senior unsecured revolving credit facility (the “Revolving Facility”) and a $ 50.0 million senior unsecured term loan facility (the “Term Loan”).
−Removed: The 2021 Credit Facilities include an accordion feature which will permit the Company to borrow up to an additional $ 150.0 million under the Revolving Facility and up to an additional $ 50.0 million under the Term Loan, in each case subject to customary terms and conditions.
−Removed: The Revolving Facility matures in January 2026, which may be extended for two six-month periods subject to customary conditions, and the Term Loan matures in January 2027.
−Removed: Borrowings under the 2021 Credit Facilities carry an interest rate of, (i) in the case of the Revolving Facility, either a base rate plus a margin ranging from 0.5 % to 1.0 % per annum or LIBOR plus a margin ranging from 1.5 % to 2.0 % per annum, or (ii) in the case of the Term Loan, either a base rate plus a margin ranging from 0.45 % to 0.95 % per annum or LIBOR plus a margin ranging from 1.45 % to 1.95 % per annum, in each case depending on the Company's consolidated leverage ratio.
−Removed: With respect to the Revolving Facility, the Company will pay, if the usage is equal to or less than 50 %, an unused facility fee of 0.20 % per annum, or if the usage is greater than 50 %, an unused facility fee of 0.15 % per annum, in each case on the average daily unused commitments under the Revolving Facility.
−Removed: The 2021 Credit Facilities contain a number of customary financial and non-financial covenants.
−Removed: As of August 11, 2021, management of the Company believed that the Company was in compliance with all of the financial and non-financial covenants contained in the 2021 Credit Facilities.
−Removed: In addition, on August 9, 2021, the Company entered into an interest rate swap that effectively fixed the LIBOR component of the interest rate on $ 50.0 million portion of the 2021 Credit Facilities through January 2027.
−Removed: The interest rate swap initially applied to the $ 50.0 million Term Loan, fixing the interest rate for the Term Loan at 2.291 % as of the date of this report.
−Removed: As of the date of this report, the Company had $ 92.5 million drawn on the 2021 Credit Facilities, with $ 50.0 million drawn on the Term Loan and $ 42.5 million drawn on the Revolving Facility.
−Removed: As of August 11, 2021, the Company closed on the acquisitions of 37 postal properties for approximately $ 12.1 million, excluding closing costs, during the period subsequent to June 30, 2021, some of which include OP Units as part of the consideration.
−Removed: POSTAL REALTY TRUST, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: As of August 11, 2021, the Company had entered into definitive agreements to acquire 25 postal properties for approximately $ 7.4 million, some of which include OP Units as part of the consideration.
−Removed: The majority of these transactions are anticipated to close during the third and fourth quarters of 2021, subject to the satisfaction of customary closing conditions.
+Added: 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.
+Added: The Company's Board of Directors approved, and on November 4, 2021, the Company declared a third quarter common stock dividend of $ 0.2250 per share, which is payable on November 30, 2021 to stockholders of record as of November 15, 2021.
+Added: As of the date of this report, the Company had $ 117.5 million drawn on the 2021 Credit Facilities, with $ 50.0 million drawn on the 2021 Term Loan and $ 67.5 million drawn on the 2021 Revolving Credit Facility.
+Added: As of November 11, 2021 and during the period subsequent to September 30, 2021, the Company closed on the acquisitions of 17 postal properties for approximately $ 17.9 million, excluding closing costs.
+Added: As of November 11, 2021 and during the period subsequent to September 30, 2021, the Company had entered into definitive agreements to acquire 30 postal properties for approximately $ 15.3 million, some of which include OP Units as part of the consideration.
+Added: The majority of these transactions are anticipated to close during the fourth quarter of 2021 and the first quarter of 2022, 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.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.