10-K/A
Postal Realty Trust, Inc. (PSTL)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM10-K/A
(AmendmentNo. 1)
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,2020
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________to _________
Commission file no: 001-38903
POSTALREALTY TRUST, INC.
(Exact name of registrant as specifiedin its charter)
| Maryland | 83-2586114 |
|---|---|
| (State or other jurisdiction of | (IRS Employer |
| incorporation or organization) | Identification No.) |
75 Columbia Avenue
Cedarhurst, NY 11516
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number,including area code: (516) 295-7820
Securities registered pursuant to Section12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
|---|---|---|
| Class A Common Stock, par value $0.01 per share | PSTL | New York Stock Exchange |
Securities registered pursuant to Section12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s Class A common stock held by non-affiliates of the registrant was approximately $71.8 million, based on the closing sales price of $15.95 per share as reported on the New York Stock Exchange.
As of March 30, 2021, the registrant had 13,326,514 shares of Class A common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Definitive Proxy Statement for the 2021 Annual Meeting of Shareholders (to be filed with the Securities and Exchange Commission no later than 120 days after the end of the registrant’s fiscal year end) are incorporated by reference in this Annual Report on Form 10-K in response to Part II, Item 5 and Part III, Items 10, 11, 12, 13 and 14.
EXPLANATORY NOTE
Postal Realty Trust, Inc. (the “Company,” “we,” “us,” and “our”) is filing this Amendment No. 1 (the “Amendment”) on Form 10-K/A to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission on March 30, 2021 (the “Original 10-K”), for the purpose of filing revised versions of Exhibits 31.1 and 31.2 filed with the Original 10-K.
We are filing revised exhibits solely in order to include in the certifications set forth in the Exhibits the language added to the introductory portion of paragraph 4, which language was inadvertently omitted from the certifications when originally filed. The Amendment does not reflect events occurring after the date of the filing of the Original 10-K or modify or update any of the other disclosures contained therein in any way. Accordingly, the Amendment should be read in conjunction with the Original 10-K. The Amendment consists solely of the preceding cover page, this explanatory note, the signature page and paragraphs 1, 2, 4 and 5 of each of the revised certifications filed as exhibits to the Amendment.
PART IV.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT INDEX
* Filed herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| POSTAL REALTY TRUST,<br>INC. | ||
|---|---|---|
| Date: April 1, 2021 | By: | /s/ Andrew Spodek |
| Andrew Spodek<br><br> <br>Chief Executive Officer<br>(Principal Executive Officer) |
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) OF THE EXCHANGEACT, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACTOF 2002
I, Andrew Spodek, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of Postal Realty Trust, Inc. (the “registrant”) for the year ended<br>December 31, 2020; |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact<br>necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with<br>respect to the period covered by this report; |
| --- | --- |
| 3. | [Intentionally Omitted] |
| --- | --- |
| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and<br>procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined<br>in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| --- | --- |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my<br>supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known<br>to me by others within those entities, particularly during the period in which this report is being prepared; |
| --- | --- |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to<br>be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation<br>of financial statements for external purposes in accordance with generally accepted accounting principles; |
| --- | --- |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions<br>about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on<br>such evaluation; and |
| --- | --- |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during<br>the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)<br>that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial<br>reporting; and |
| --- | --- |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control<br>over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors<br>(or persons performing the equivalent functions): |
| --- | --- |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting<br>which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial<br>information; and |
| --- | --- |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br>internal control over financial reporting. |
| --- | --- |
| Date: April 1, 2021 | /s/ Andrew Spodek |
| --- | --- |
| Andrew Spodek<br><br> <br>Chief Executive Officer<br>(Principal Executive Officer) | |
| Postal Realty Trust, Inc. |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIALOFFICER
PURSUANT TO RULE 13a-14(a) OF THE EXCHANGEACT, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACTOF 2002
I, Jeremy Garber, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of Postal Realty Trust, Inc. (the “registrant”) for the year ended<br>December 31, 2020; |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact<br>necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with<br>respect to the period covered by this report; |
| --- | --- |
| 3. | [Intentionally Omitted] |
| --- | --- |
| 4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br>(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br>Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| --- | --- |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my<br>supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known<br>to me by others within those entities, particularly during the period in which this report is being prepared; |
| --- | --- |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to<br>be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation<br>of financial statements for external purposes in accordance with generally accepted accounting principles; |
| --- | --- |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions<br>about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on<br>such evaluation; and |
| --- | --- |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during<br>the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)<br>that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial<br>reporting; and |
| --- | --- |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control<br>over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors<br>(or persons performing the equivalent functions): |
| --- | --- |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting<br>which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial<br>information; and |
| --- | --- |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br>internal control over financial reporting. |
| --- | --- |
| Date: April 1, 2021 | /s/ Jeremy Garber |
| --- | --- |
| Jeremy Garber | |
| President, Treasurer and Secretary | |
| (Principal Financial Officer) | |
| Postal Realty Trust, Inc. |