Postal Realty Trust, Inc 8-K/A, filed Feb 6, 2020
Postal Realty Trust, Inc. (PSTL)
About this 8-K/A
Postal Realty Trust, Inc filed this 8-K/A on February 6, 2020, reporting on events of November 22, 2019.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1 to
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 22, 2019
POSTAL REALTY TRUST, INC.
(Exact name of registrant as specified in its charter) Commission File Number: 001-38903
| Maryland | 83-2586114 | |
| (State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) | |
75 Columbia Avenue, Cedarhurst, NY 11516 |
(516) 295-7820 | |
| (Address of principal executive offices) | (Registrant’s telephone number) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-I2 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.I4d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Class A Common Stock, par value $0.01 per share | PSTL | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Form 8-K/A amends and supplements the Form 8-K filed by Postal Realty Trust, Inc. (the “Company”) on November 25, 2019 (the “Original Filing”) reporting the acquisition of a portfolio of 113 properties leased to the United States Postal Service (the “Portfolio”) to include the financial statements and pro forma financial information required by Item 9.01(a) and (b) of Form 8-K. This Form 8-K/A should be read in conjunction with the Original Filing.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Properties Acquired. |
The sole lessee for each of the properties in the Portfolio is the United States Postal Service (the “USPS”). The majority of the Company’s leases with the USPS in the Portfolio are “modified double net” leases, which the Company believes are constructively and functionally equivalent to triple net leases. As a result, in lieu of providing financial statements for the Portfolio, the Company makes reference to the public reports of the USPS with the Postal Regulatory Commission, including the audited financial statements of the USPS, available at www.usps.com or www.prc.gov.
| (b) | Pro Forma Financial Information. |
The Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2019 and the Unaudited Pro Forma Combined Consolidated Statements of Operations for the nine months ended September 30, 2019 and for the year ended December 31, 2018 of the Company and for the above referenced Portfolio, together with the related notes thereto is filed as Exhibit 99.1 hereto.
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| (d) | Exhibits. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 5, 2020
| POSTAL REALTY TRUST, INC. | ||
| By: | /s/ Jeremy Garber | |
| Jeremy Garber | ||
| President and Treasurer | ||
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Exhibit 99.1
Postal Realty Trust, Inc.
Introduction to Unaudited Pro Forma Financial Statements
As previously announced, on November 22, 2019, Postal Realty Trust, Inc. closed on the acquisition of a 113-building portfolio leased to the United States Postal Service (“Portfolio”). The contract purchase price for the Portfolio was $31.4 million, exclusive of closing costs. The Company funded the purchase with $17.4 million of cash from its line of credit and the issuance of 824,350 units of limited partnership interest in the Operating Partnership (“OP Units”) valued at $17.00 per unit (the stock price on the date of closing was $16.05).
The following Unaudited Pro Forma Consolidated Balance Sheet of Postal Realty Trust, Inc. (the “Company”) as of September 30, 2019 is presented as if the purchase of the Portfolio occurred on September 30, 2019. The unaudited Pro Forma Combined Consolidated Statement of Operations for the nine months ended September 30, 2019 and the year ended December 31, 2018 reflects the acquisition of the Portfolio as if the purchase had occurred on January 1, 2018. The Unaudited Pro Forma Combined Consolidated Statement of Operations for the nine months ended September 30, 2019 and the year ended December 31, 2018 are presented as if the following occurred on January 1, 2018:
| ● | the Company completed the purchase of the Portfolio. |
| ● | the contribution of Nationwide Postal and Affiliates Predecessor (the “Predecessor”), the predecessor of the Company, including 190 properties owned by the Predecessor, in exchange for Class A Common Stock, Voting Equivalency Stock, limited partnership units of Postal Realty LP, a subsidiary of the Company (the “Operating Partnership”), and cash. |
| ● | the Operating Partnership’s acquisition for cash of 81 additional properties (the “Acquisition Properties”) by the Company or its subsidiaries. |
| ● | the Company’s acquisition for cash of one additional property acquired by the Predecessor in 2019 (the “2019 Property”). |
| ● | the offering to fund the purchase of the Acquisition Properties and the 2019 Property (together with the Predecessor Properties, the “Contribution Properties”), to repay certain indebtedness of the Predecessor, to reimburse certain funds advanced by a related party for offering and other expenses, and for working capital and general corporate purposes, including future acquisitions. |
The accompanying Unaudited Pro Forma Combined Consolidated Statement of Operations for the year ended December 31, 2018 of the Company, prior to the Portfolio acquisition was derived from the Unaudited Pro Forma Combined Consolidated Statement of Operations for the year ended December 31, 2018 included in the Company’s Prospectus filing on Form 424B4 filed with the SEC on May 16, 2019.
The transactions are more fully described in the notes to the unaudited pro forma financial statements.
The Company’s unaudited pro forma adjustments are based on available information and assumptions that the Company considers reasonable. The Company’s unaudited pro forma financial statements are not necessarily indicative of what the Company’s actual financial position or results of operations would have been as of the date and for the periods indicated, nor do they purport to represent the Company’s future financial position or results of operations.
The final accounting for the Portfolio will likely differ from the amounts reflected in the unaudited pro forma financial statements. Such differences will likely result in operating results and financial condition different than that reflected in the unaudited pro forma financial statements and such differences may be material.
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Postal Realty Trust, Inc.
Pro Forma Consolidated Balance Sheet
As of September 30, 2019
(Unaudited)
| Postal Realty Trust, Inc. (a) | Portfolio (b) | Total Pro Forma | ||||||||||
| ASSETS | ||||||||||||
| Real estate | ||||||||||||
| Land | $ | 16,827,724 | $ | 5,019,075 | $ | 21,846,799 | ||||||
| Buildings and improvements | 57,177,951 | 24,071,897 | 81,249,848 | |||||||||
| Tenant improvements | 2,114,364 | 256,324 | 2,370,688 | |||||||||
| Total real estate properties, net | 76,120,039 | 29,347,296 | 105,467,335 | |||||||||
| Less: accumulated depreciation | (8,180,839 | ) | - | (8,180,839 | ) | |||||||
| Total real estate, net | 67,939,200 | 29,347,296 | 97,286,496 | |||||||||
| Cash | 10,969,557 | (573,315 | ) | 10,396,242 | ||||||||
| Rent and other receivables | 1,138,621 | - | 1,138,621 | |||||||||
| Prepaid expenses and other assets | 2,853,298 | - | 2,853,298 | |||||||||
| Escrows and reserves | 610,200 | - | 610,200 | |||||||||
| Deferred rent receivable | 31,687 | - | 31,687 | |||||||||
| In-place lease intangibles (net of accumulated amortization) | 4,776,515 | 2,168,673 | 6,945,188 | |||||||||
| Above market leases (net of accumulated amortization) | 9,401 | 5,712 | 15,113 | |||||||||
| Total assets | $ | 88,328,479 | $ | 30,948,366 | $ | 119,276,845 | ||||||
| LIABILITIES AND EQUITY | ||||||||||||
| Liabilities | ||||||||||||
| Secured borrowings, net | $ | 3,237,327 | $ | - | $ | 3,237,327 | ||||||
| Revolving credit facility | 17,000,000 | 17,400,000 | 34,400,000 | |||||||||
| Accounts payable, accrued expenses and other | 4,224,599 | - | 4,224,599 | |||||||||
| Below market leases (net of accumulated amortization) | 5,365,118 | 317,548 | 5,682,666 | |||||||||
| Due to affiliates | 512,530 | - | 512,530 | |||||||||
| Total liabilities | $ | 30,339,574 | $ | 17,717,548 | $ | 48,057,122 | ||||||
| Commitments and contingencies | ||||||||||||
| Equity | ||||||||||||
| Common stock, | ||||||||||||
| Class A, 500,000,000 shares authorized: 5,285,904 shares issued and outstanding | 52,859 | - | 52,859 | |||||||||
| Class B, 27,206 shares authorized, 27,206 shares issued and outstanding | 272 | - | 272 | |||||||||
| Additional paid-in capital | 46,502,630 | 4,332,516 | 50,835,146 | |||||||||
| Accumulated deficit | (1,034,471 | ) | - | (1,034,471 | ) | |||||||
| Total Stockholders’ Equity | 45,521,290 | 4,332,516 | 49,853,806 | |||||||||
| Operating Partnership unitholders' noncontrolling interests | 12,467,615 | 8,898,302 | 21,365,917 | |||||||||
| Total equity | 57,988,905 | 13,230,818 | 71,219,723 | |||||||||
| Total liabilities and equity | $ | 88,328,479 | $ | 30,948,366 | $ | 119,276,845 | ||||||
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Postal Realty Trust, Inc.
Pro Forma Combined Consolidated Statement of Operations
For the Nine Months Ended September 30, 2019
(Unaudited)
| Postal Realty Trust, Inc. (a) | Acquisition Properties Pro forma adjustments (A) | 2019 Acquisition (e) | Portfolio (f) | Company Pro Forma Adjustments | Total Pro Forma | |||||||||||||||||||
| Revenues | ||||||||||||||||||||||||
| Rent income | $ | 5,735,896 | $ | 1,037,355 | $ | 8,309 | $ | 1,833,087 | $ | - | $ | 8,614,647 | ||||||||||||
| Tenant reimbursements | 852,504 | 148,509 | 1,553 | 209,493 | - | 1,212,059 | ||||||||||||||||||
| Fee and other income | 842,097 | - | - | - | - | 842,097 | ||||||||||||||||||
| Total revenues | 7,430,497 | 1,185,864 | 9,862 | 2,042,580 | - | 10,668,803 | ||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||
| Real estate taxes | 880,117 | 152,742 | 1,553 | 221,092 | - | 1,255,504 | ||||||||||||||||||
| Property operating expenses | 821,839 | 76,470 | 151 | 109,796 | - | 1,008,256 | ||||||||||||||||||
| General and administrative | 2,385,228 | - | - | - | 272,788 | (g) | 2,658,016 | |||||||||||||||||
| Equity-based compensation | 584,873 | - | - | - | 579,688 | (h) | 1,164,561 | |||||||||||||||||
| Depreciation and amortization | 2,314,553 | 2,157 | 2,508 | 1,001,842 | - | 3,321,060 | ||||||||||||||||||
| Total operating expenses | 6,986,610 | 231,369 | 4,212 | 1,332,730 | 852,476 | 9,407,397 | ||||||||||||||||||
| Income (loss) from operations | 443,887 | 954,495 | 5,650 | 709,850 | (852,476 | ) | 1,261,406 | |||||||||||||||||
| Interest expense, net: | ||||||||||||||||||||||||
| Contractual interest expense | (635,423 | ) | - | - | - | (366,645 | )(i) | (1,002,068 | ) | |||||||||||||||
| Amortization of deferred financing costs | (9,558 | ) | - | - | - | (261,657 | )(i) | (271,215 | ) | |||||||||||||||
| Loss on early extinguishment of Predecessor debt | (185,586 | ) | - | - | - | - | (185,586 | ) | ||||||||||||||||
| Interest income | 3,394 | - | - | - | - | 3,394 | ||||||||||||||||||
| Total interest expense, net | (827,173 | ) | - | - | - | (628,302 | ) | (1,455,475 | ) | |||||||||||||||
| (Loss) income before income tax expense (benefit) | (383,286 | ) | 954,495 | 5,650 | 709,850 | (1,480,778 | ) | (194,069 | ) | |||||||||||||||
| Income tax (expense) benefit | (39,749 | ) | - | - | - | 39,749 | (j) | - | ||||||||||||||||
| Net (loss) income | (423,035 | ) | 954,495 | 5,650 | 709,850 | (1,441,029 | ) | (194,069 | ) | |||||||||||||||
| Net income attributable to noncontrolling interest in properties | (4,336 | ) | - | - | - | 4,336 | (k) | - | ||||||||||||||||
| Net income attributable to Predecessor | (463,414 | ) | - | - | - | - | (463,414 | ) | ||||||||||||||||
| Net loss attributable to Operating Partnership unitholders’ noncontrolling interests | 191,020 | - | - | - | 7,525 | (k) | 198,545 | |||||||||||||||||
| Net income (loss) attributable to stockholders | $ | (699,765 | ) | $ | 954,495 | $ | 5,650 | $ | 709,850 | $ | (1,429,168 | ) | $ | (458,938 | ) | |||||||||
| Net income (loss) per share (basic and diluted) | $ | (0.14 | ) | $ | (0.09 | ) | ||||||||||||||||||
| Weighted average common shares outstanding | 5,164,264 | 5,164,264 | ||||||||||||||||||||||
Explanatory note:
| (A) | Acquisition Properties | |||||||||||
| Historical (b) | Other Pro Forma Adjustments | Total (A) | ||||||||||
| Revenues | ||||||||||||
| Rent income | $ | 1,014,639 | $ | 22,716 | (c) | $ | 1,037,355 | |||||
| Tenant reimbursements | 148,509 | - | 148,509 | |||||||||
| Total revenues | 1,163,148 | 22,716 | 1,185,864 | |||||||||
| Operating expenses | ||||||||||||
| Real estate taxes | 152,742 | - | 152,742 | |||||||||
| Property operating expenses | 76,470 | - | 76,470 | |||||||||
| Depreciation and amortization | - | 2,157 | (d) | 2,157 | ||||||||
| Total operating expenses | 229,212 | 2,157 | 231,369 | |||||||||
| Income (loss) from operations | 933,936 | 20,559 | 954,495 | |||||||||
| Total interest expense, net | - | - | - | |||||||||
| Income (loss) before income tax benefit (expense) | 933,936 | 20,559 | 954,495 | |||||||||
| Income tax benefit (expense) | - | - | - | |||||||||
| Net income (loss) | $ | 933,936 | $ | 20,559 | $ | 954,495 | ||||||
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Pro Forma Combined Consolidated Statement of Operations
For the Year Ended December 31, 2018
(Unaudited)
| Pro Forma Postal Realty Trust, Inc. Prior to Acquisition | Portfolio (f) | Total Pro Forma | ||||||||||
| Revenues | ||||||||||||
| Rent income | $ | 8,502,614 | $ | 2,534,666 | $ | 11,037,280 | ||||||
| Tenant reimbursements | 1,288,190 | 265,721 | 1,553,911 | |||||||||
| Fee and other income | 1,056,267 | - | 1,056,267 | |||||||||
| Total revenues | 10,847,071 | 2,800,387 | 13,647,458 | |||||||||
| Operating expenses | ||||||||||||
| Real estate taxes | 1,329,615 | 289,072 | 1,618,687 | |||||||||
| Property operating expenses | 1,212,635 | 145,082 | 1,357,717 | |||||||||
| General and administrative | 3,675,710 | - | 3,675,710 | |||||||||
| Depreciation and amortization | 3,692,703 | 1,843,435 | 5,536,138 | |||||||||
| Total operating expenses | 9,910,663 | 2,277,589 | 12,188,252 | |||||||||
| Income from operations | 936,408 | 522,798 | 1,459,206 | |||||||||
| Total interest expense, net | (129,672 | ) | (1,580,294 | )(i) | (1,709,966 | ) | ||||||
| Income (loss) before income tax benefit (expense) | 806,736 | (1,057,496 | ) | (250,760 | ) | |||||||
| Income tax benefit (expense) | - | - | - | |||||||||
| Net income (loss) | 806,736 | (1,057,496 | ) | (250,760 | ) | |||||||
| Net (income) loss attributable to noncontrolling interest | (172,766 | ) | 247,994 | (k) | 75,228 | |||||||
| Net income (loss) attributable to Postal Realty Trust, Inc. | $ | 633,970 | $ | (809,502 | ) | $ | (175,532 | ) | ||||
| Net income (loss) per share (Basic and Diluted) | $ | 0.12 | $ | (0.04 | )(l) | |||||||
| Weighted average number of common shares outstanding (Basic and Diluted) | 4,863,505 | 4,863,505 | ||||||||||
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Postal Realty Trust, Inc.
Notes and Management’s Assumptions to Unaudited Pro Forma Combined Consolidated Financial Statements
| 1. | Notes to the Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2019. |
| (a) | Reflects the Unaudited Consolidated Balance Sheet of Postal Realty Trust, Inc. as of September 30, 2019. |
| (b) | The acquisition of the Portfolio was accounted for using preliminary estimates of the relative fair value of the tangible and intangible assets acquired and liabilities assumed in connection with the acquisition and are therefore subject to change. The contract purchase price for the Portfolio was $31.4 million exclusive of closing costs. The Company funded the purchase with $17.4 million from its line of credit and the issuance of 824,350 OP Units valued at $17.00 per unit. The closing price of the Company’s common stock, on November 22, 2019 was $16.05; therefore, the estimated fair value of the total consideration excluding closing costs was approximately $30.6 million. The sources for the purchase of the Portfolio are the issuance of the 824,350 OP Units at $16.05 ($13.2 million) and borrowings from the line of credit ($17.4 million). In addition, the Company used cash on hand to fund closing costs of $0.6 million. The proforma adjustments includes a reallocation of noncontrolling interest to reflect 30.0% of the outstanding limited partnership units of the Operating Partnership not owned by the Company resulting from the issuance of OP Units to fund a portion of the acquisition of the Portfolio. In addition, interest on the borrowing includes various components which are included as an adjustment to the Unaudited Pro Forma Combined Consolidated Statements of Operations as discussed in Note 2. |
| 2. | Notes to the Unaudited Pro Forma Combined Consolidated Statements of Operations for the nine months ended September 30, 2019 and for the year ended December 31, 2018. |
| (a) | Reflects the Unaudited Combined Consolidated Statement of Operations of the Company for the nine months ended September 30, 2019. |
| (b) | Reflects the operations of the Acquisition Properties for the period prior to the date of acquisition on May 17, 2019. |
| (c) | Adjusts the results of operations of the Acquisition Properties to reflect the straight-line impact and amortization of the above and below market lease intangibles, as if the Acquisition Properties were purchased on January 1, 2018. |
| (d) | Adjusts depreciation and amortization expense for the period prior to the acquisition of the Acquisition Properties on May 17, 2019 based on the purchase price allocation for the Acquisition Properties. Depreciation and amortization is recognized on a straight-line basis over a range of 15-40 years for building and improvements and 1-9 years for tenant improvements and lease intangibles based on the term of the related leases. |
| (e) | Represents the pro forma revenues and expenses for the 2019 Property. Also adjusts depreciation and amortization expense for the period prior to the acquisition of the 2019 Property on January 31, 2019 based on the purchase price allocation for the 2019 Property. Depreciation and amortization is recognized on a straight-line basis over a range of 15-40 years for building and improvements and five years for tenant improvements and lease intangibles based on the term of the related lease. |
| (f) | Represents the pro forma revenues and expenses for the Portfolio. Also adjusts depreciation and amortization expense based on a preliminary purchase price allocation for the Portfolio. The purchase price allocation is a preliminary estimate. Depreciation and amortization is recognized on a straight-line basis over a range of 15-40 years for building and improvements and 1-10 years for tenant improvements and lease intangibles based on the term of the related leases. |
| (g) | General and administrative expenses for the period prior to the offering consist of compensation based upon agreements in effect at the date of the offering less historical compensation for the Predecessor from May 17, 2019. Includes director and officer insurance pursuant to insurance agreements executed concurrent with completion with the offering for the period prior to the offering. |
| (h) | Equity based compensation expenses for the period prior to the offering includes the (i) issuance of 73,529 LTIPs to the Company’s chief executive officer upon completion of the offering which vest over three years, (ii) issuance of 119,118 restricted shares of Class A common stock to the Company’s President, directors and employees upon completion of the offering which vest over three years, (iii) issuance of 41,176 LTIPs to the Company’s chief executive officer in lieu of cash compensation upon completion of the offering that vest over eight years and (iv) issuance of 29,412 restricted shares of Class A common stock to the Company’s directors upon completion of the offering for their annual equity compensation, less historical compensation for the Company from May 17, 2019 through September 30, 2019. |
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| (i) | Represents the elimination of contractual interest expense related to certain mortgage indebtedness repaid with proceeds from the offering for the nine months ended September 30, 2019. There were no prepayment penalties. Also represents the reversal of certain amortization of deferred financing costs related to certain mortgage indebtness repaid with proceeds from the offering for the nine months ended September 30, 2019. $2.9 million of Predecessor indebtedness remained outstanding following completion of the offering. In addition, for purposes of preparing the pro forma interest expense adjustment, the Company has applied the effective interest rates using the stated terms of the revolving credit facility to the amounts borrowed under its $100 million senior revolving credit facility for the nine months ended September 30, 2019 and the year ended December 31, 2018. The facility matures in September 2023. The Company is required to pay an unused facility fee on the revolving commitments under the Facility of 0.75% per annum for the first $100 million. The effective interest rate includes the following components: |
| o | $1.4 million of deferred financing costs incurred in connection with the borrowing amortized over the term |
| o | Interest at a rate of 3.36% based on current LIBOR plus 170 basis points that is due and payable on a monthly basis |
| o | Unused fee of 0.75% per annum for the first $100 million |
If market rates of interest on the variable debt changed by a 1/8 of 1% variance, then the increase or decrease on the variable debt interest expense would be approximately $16,539 and $22,052 for the nine months ended September 30, 2019 and the year ended December 31, 2018, respectively.
| (j) | Represents an adjustment to remove income tax benefit since the Company has elected to be taxed as a REIT. |
| (k) | Represents an adjustment to the combined consolidated statements of operations for the allocation for net income (loss) attributable to non-controlling interests. The OP and LTIP Unit holders’ interest in the OP would have been approximately 30.0% for the period presented. Also represents reversal of a de minimis net income attributable to non-controlling interest in the Predecessor as the previous non-controlling interest was redeemed in connection with the formation transactions for the nine months ended September 30, 2019. |
| (l) | Pro forma net income (loss) per share for the year ended December 31, 2018 is presented in accordance with section 3230.4 of the Commission’s Financial Reporting Manual and is based on (a) the issuance of a number of shares of Class A common stock pursuant to the offering at an offering price of $17.00 per share to fund the $66.4 million necessary to repay debt and pay the consideration payable and offering and other costs and (b) issuance of shares of common stock as consideration for the merger of UPH. Pro forma net income (loss) would have been $(0.03) per share reflecting the issuance of all 4.5 million shares in the offering and the issuance of the shares of common stock as consideration for the merger of UPH. OP units, LTIP units and restricted shares of Class A common stock, would not be dilutive and were not included in the computation of diluted earnings per share for the period presented. |
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