8-K
Postal Realty Trust, Inc. (PSTL)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,DC 20549
FORM8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d) of the
SecuritiesExchange Act of 1934
Dateof report (Date of earliest event reported): November 10, 2020
PostalRealty Trust, Inc.
(ExactName of Registrant as Specified in Charter)
| Maryland | 001-38903 | 83-2586114 |
|---|---|---|
| (State<br> or Other Jurisdiction<br><br> <br>of<br> Incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
75Columbia Avenue
Cedarhurst,NY 11516
(Address of Principal Executive Offices, and Zip Code)
(516)295-7820
Registrant’s Telephone Number, Including Area Code
NotApplicable
(Former Name or Former Address, if Changed Since Last Report)
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<br> communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>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<br> A Common Stock, par value $0.01 per share | PSTL | New<br> 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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ☐
Item1.01. Entry Into a Material Definitive Agreement.
On November 6, 2020, Postal Realty LP, the operating partnership (the “Operating Partnership”) of Postal Realty Trust, Inc. (the “Company”), entered into an agreement (the “Agreement”) with an unaffiliated third party to acquire an approximately 431,000 square foot industrial property leased primarily by the United States Postal Service (the “USPS”) located in Warrendale, Pennsylvania (the “Industrial Property”). The USPS occupies 73% of this property as a distribution facility with the balance occupied by two other tenants. The Agreement provides that the Operating Partnership will acquire the Industrial Property for total consideration of approximately $47.0 million. The Company is currently performing formal due diligence procedures customary for this transaction and cannot provide assurance as to the timing of when, or on what terms, the transaction will close, if at all.
Item2.02. Results of Operations and Financial Condition.
The Company issued a press release on November 10, 2020 announcing its financial results for the quarter ended September 30, 2020. A copy of the press release is furnished herewith and attached hereto as Exhibit 99.1.
The information in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act except as set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Postal Realty Trust, Inc. Press Release, dated November 10, 2020. |
CautionaryNote Regarding Forward-Looking Statements
Certainmatters within this Current Report on Form 8-K, including with respect to the details of the acquisition and the DistributionFacility are discussed using forward-looking language as specified in the Private Securities Litigation Reform Act of 1995, and,as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performanceto differ from those projected in the forward-looking statements. For a description of factors that may cause the Company’sactual results or performance to differ from its forward-looking statements, please review the information under the heading “RiskFactors” included in the Company’s Annual Report for the year ended December 31, 2019 and other reports filed by theCompany with the Securities and Exchange Commission from time to time.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| POSTAL<br> REALTY TRUST, INC. | ||
|---|---|---|
| Date: November<br> 10, 2020 | By: | /s/ Jeremy<br> Garber |
| Name: | Jeremy<br> Garber | |
| Title: | President,<br> Treasurer and Secretary |
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Exhibit 99.1
POSTAL REALTY TRUST, INC. REPORTS THIRD QUARTER 2020 RESULTS
-Acquired 123 USPS Properties for $27.6 Million During Quarter -
-Increased Rental Income 13.6% Quarter-Over-Quarter -
-Raised Dividend for Third Time in 2020 and Over 54% in Past Year -
-Executed Agreements to Acquire $10.1 Million in Postal Properties -
-Entered into Material Agreement for $47.0 Million Industrial Facility -
Cedarhurst,New York, November 10, 2020 (Business Wire) — Postal Realty Trust, Inc. (NYSE: PSTL), an internally managed real estate investment trust that owns properties leased to the United States Postal Service (“USPS”), today announced results for the quarter ended September 30, 2020.
Highlightsfor Quarter Ended September 30, 2020 and Subsequent Events
| ● | Completed<br> acquisitions of 123 USPS properties for $27.6 million |
|---|---|
| ● | Grew<br> rental income 13.6% reflecting the accretive contribution from acquired properties |
| --- | --- |
| ● | Net<br> loss attributable to common stockholders was approximately $15.2 thousand, or $(0.01)<br> per diluted share |
| --- | --- |
| ● | Funds<br> from Operations was $2.4 million, or $0.21 per diluted share |
| --- | --- |
| ● | Adjusted<br> Funds from Operations was $2.8 million, or $0.24 per diluted share |
| --- | --- |
| ● | Successfully<br> raised $52.2 million to support ongoing growth |
| --- | --- |
| ● | Raised<br> quarterly dividend 5.0% to $0.86 per share on an annualized basis |
| --- | --- |
| ● | Acquired<br> $8.0 million of USPS properties comprised of 14 buildings, subsequent to quarter-end |
| --- | --- |
| ● | Executed<br> agreements to acquire 12 postal properties for approximately $10.1 million |
| --- | --- |
| ● | Entered<br> into a material agreement to purchase a $47.0 million industrial facility |
| --- | --- |
Andrew Spodek, Chief Executive Officer commented, “Postal Realty had another successful quarter adding 123 USPS properties to our platform. Revenues for our geographically diversified portfolio have grown over 100% over the last 12 months. This growth allowed us to raise our dividend more than 54% in the last year. Our pipeline remains active and we are seeing a broader range of postal properties including office, warehouse and distribution facilities. Given the third quarter’s acquisition activity and opportunities in our pipeline, we expect to reach our $100 million target for acquisitions for 2020 within our stated average cap rate range of 7-9%. The capital we raised in the third quarter is fueling our consolidation thesis. The stable nature of our tenant, the US Postal Service, provides us with visibility on our cash flows and the confidence to provide our shareholders with an increased AFFO- covered dividend and an attractive total return over the long term.”
PropertyPortfolio
As of September 30, 2020, the Company owned 691 postal properties located in 47 states and comprising approximately 2.1 million net leasable interior square feet. During the third quarter, the Company acquired 123 USPS properties for $27.6 million, comprising approximately 325,000 net leasable interior square feet and increased rental income by 13.6% quarter-over-quarter.
As of November 6, 2020, the portfolio is 100% occupied and the Company has received 100% of its rents. The Company has a letter of intent on all 60 properties that have expired or are scheduled to expire in 2020 and has received 29 fully executed leases.
The Company has received notice on one property located in Ohio which the USPS intends to vacate in August 2021. This property comprises less than 0.7% of the portfolio’s current revenues.
Acquisitions
Subsequent to the end of the third quarter, the Company closed on the acquisition of 14 postal properties for $8.0 million comprising approximately 75,000 net leasable interior square feet. As of November 6, 2020, the Company’s portfolio is 100% occupied, comprised of 705 properties across 47 states with approximately 2.2 million net leasable interior square feet and a weighted average rental rate of $9.94 per leasable square foot.
In addition, the Company has entered into agreements to acquire 12 postal properties for approximately $10.1 million. The majority of these transactions are anticipated to close during the fourth quarter subject to the satisfaction of customary closing conditions. Furthermore, the Company has signed a material agreement for a 100% occupied, approximately 431,000 square foot industrial building in Warrendale, Pennsylvania for $47.0 million. The USPS occupies 73% of this property as a distribution facility with the balance occupied by two other tenants. The Company is currently performing formal due diligence procedures customary for this transaction and cannot provide assurance as to the timing of when, or on what terms, the transaction will close, if at all.
BalanceSheet & Capital Markets Activity
As of September 30, 2020, the Company had unrestricted cash of $7.8 million on the balance sheet, $65.8 million of debt that had a weighted average interest rate of 2.48% at the end of the quarter and a fixed charge coverage ratio of 7.2x.
On July 20, 2020, the Company closed its first follow-on offering selling 4,021,840 shares of common stock at $13.00 per share. Gross proceeds to the Company were approximately $52.2 million. Proceeds were used to pay down a portion of the Company’s line of credit and to fund the acquisition of additional postal properties.
Dividend
On October 30, 2020, the Company declared a quarterly dividend of $0.215 per share of Class A common stock, representing a 5% increase compared to the prior quarter. The new dividend equates to $0.86 per share on an annualized basis. The dividend is payable on November 30, 2020 to stockholders of record as of the close of business on November 16, 2020. The Company has increased its dividend every quarter since IPO.
Webcastand Conference Call Details
Postal Realty Trust will host a webcast and conference call to discuss the third quarter 2020 financial results on November 10, 2020 at 5:00 P.M. Eastern Time. A live audio webcast of the conference call will be available on the Company’s investor website at https://investor.postalrealtytrust.com/QuarterlyResults. To participate in the conference call, callers from the United States and Canada should dial-in ten minutes prior to the scheduled call time at 1-877-407-9208 International callers should dial 1-201-493-6784. The passcode for the call is 13712448.
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Replay
A telephonic replay of the call will also be available from 8:00 P.M. Eastern Time on November 10, 2020, through 11:59 P.M. Eastern Time on November 24, 2020, by dialing 1-844-512-2921 in the United States and Canada or 1-412-317-6671 internationally and entering passcode 13712448.
Non-GAAPSupplemental Financial Information
An explanation of certain non-GAAP financial measures used in this press release, including, FFO and AFFO, as well as reconciliations of those non-GAAP financial measures, to the most directly comparable GAAP financial measure, is included below.
The Company calculates FFO in accordance with the current National Association of Real Estate Investment Trusts (“NAREIT”) definition. NAREIT currently defines FFO as follows: net income (loss) (computed in accordance with GAAP) excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by an entity. Other REITs may not define FFO in accordance with the NAREIT definition or may interpret the current NAREIT definition differently than the Company does and therefore its computation of FFO may not be comparable to such other REITs.
The Company calculates AFFO by starting with FFO and adjusting for recurring capital expenditures (defined as all capital expenditures and beginning with Q3 2020, leasing costs that are recurring in nature, excluding beginning with Q2 2020 as a policy change all capital improvements that are planned at the acquisition of a property or obtaining a lease or lease renewal) and acquisition related expenses (defined as acquisition-related expenses that are incurred for investment purposes and do not correlate with the ongoing operations of its existing portfolio, including due diligence costs for acquisitions not consummated and certain auditing and accounting fees incurred that were directly related to completed acquisitions or dispositions) that are not capitalized and then adding back non-cash items including: non-real estate depreciation, loss on extinguishment of debt, write-off and amortization of debt issuance costs, straight-line rent adjustments, (beginning with Q3 2020, including lump sum catch up payments for increased rents), fair value lease adjustments and non-cash components of compensation expense. AFFO is a non-GAAP financial measure and should not be viewed as an alternative to net income calculated in accordance with GAAP as a measurement of its operating performance. The Company believes that AFFO is widely-used by other REITs and is helpful to investors as a meaningful additional measure of its ability to make capital investments. Other REITs may not define AFFO in the same manner as the Company does and therefore its calculation of AFFO may not be comparable to such other REITs.
These metrics are non-GAAP financial measures and should not be viewed as an alternative measurement of its operating performance to net income. Management believes that accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. As a result, the Company believes that the additive use of FFO and AFFO, together with the required GAAP presentation, is widely-used by its competitors and other REITs and provides a more complete understanding of its performance and a more informed and appropriate basis on which to make investment decisions.
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Forward-Lookingand Cautionary Statements
This press release contains “forward-looking statements.” Forward-looking statements include statements regarding the proposed public offering and other statements identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects” and similar references to future periods, or by the inclusion of forecasts or projections. Forward-looking statements, include, among other factors, change in the status of the USPS as an independent agency of the executive branch of the U.S. federal government, change in the structure and organization of the USPS and increased congressional oversight and regulation of the USPS, change in the demand for postal services delivered by the USPS, our ability to come to an agreement with the USPS regarding new leases, the solvency and financial health of the USPS, defaults on, early terminations of or non-renewal of leases by the USPS, the competitive market in which we operate, changes in the availability of acquisition opportunities, our inability to successfully complete real estate acquisitions or dispositions on the terms and timing we expect, or at all, our failure to successfully operate developed and acquired properties, adverse economic or real estate developments, either nationally or in the markets in which our properties are located, decreased rental rates or increased vacancy rates, change in our business, financing or investment strategy or the markets in which we operate, fluctuations in mortgage rates and increased operating costs, changes in the method pursuant to which reference rates are determined and the phasing out of LIBOR after 2021, general economic conditions, financial and capital market fluctuations, our failure to generate sufficient cash flows to service our outstanding indebtedness, our failure to obtain necessary outside financing on favorable terms or at all, the Company’s expected capitalization rates and the Company’s ability to close on pending transactions on the terms or timing it expects, if at all, failure to hedge effectively against interest rate changes, our reliance on key personnel whose continued service is not guaranteed, the outcome of claims and litigation involving or affecting us, changes in real estate, taxation, zoning laws and other legislation and government activity and changes to real property tax rates and the taxation of REITs in general, operations through joint ventures and reliance on or disputes with co-venturers, cybersecurity threats, environmental uncertainties and risks related to adverse weather conditions and natural disasters, governmental approvals, actions and initiatives, including the need for compliance with environmental requirements, lack or insufficient amounts of insurance, limitations imposed on our business in order to qualify and maintain our status as a REIT and our failure to qualify for or maintain such status, public health threats such as COVID-19 and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, the Company’s actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the USPS’s terminations or non-renewals of leases, changes in demand for postal services delivered by the USPS, the solvency and financial health of the USPS, competitive, financial market and regulatory conditions, disruption in market, economic and financial conditions as a result of the ongoing COVID-19 pandemic, general real estate market conditions, the Company’s competitive environment, the Company’s ability to make distributions and pay dividends to its stockholders when and as declared by the Company’s board of directors as it has in the past and other factors set forth under “Risk Factors” in the Company’s filings with the Securities and Exchange Commission. Any forward-looking statement made in this press release speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. Unless otherwise stated, historical financial information and per share and other data are as of November 6, 2020 or relate to the quarter ended September 30, 2020. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws.
AboutPostal Realty Trust, Inc.
Postal Realty Trust, Inc. is an internally managed real estate investment trust that owns and manages over 1,000 properties leased to the USPS. The Company believes it is one of the largest owners and managers of properties leased to the USPS.
Contact:
InvestorRelations and Media Relations
Email: Investorrelations@postalrealtytrust.com
Phone: 516-232-8900
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PostalRealty Trust, Inc. and PredecessorConsolidated and Combined Consolidated Statements of Operations
(Unaudited)
| For the Three Months Ended <br> September 30, | For the Nine Months Ended <br> September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Revenues: | ||||||||||||
| Rental income | $ | 5,270,143 | $ | 2,387,082 | $ | 14,211,317 | $ | 5,735,896 | ||||
| Tenant reimbursements | 743,622 | 342,419 | 1,997,716 | 852,504 | ||||||||
| Fee and other income | 282,703 | 278,846 | 890,008 | 842,097 | ||||||||
| Total revenues | 6,296,468 | 3,008,347 | 17,099,041 | 7,430,497 | ||||||||
| Operating expenses: | ||||||||||||
| Real estate taxes | 797,996 | 353,663 | 2,136,805 | 880,117 | ||||||||
| Property operating expenses | 460,033 | 332,892 | 1,261,515 | 821,839 | ||||||||
| General and administrative | 2,027,284 | 1,601,727 | 6,245,732 | 2,970,101 | ||||||||
| Depreciation and amortization | 2,394,332 | 1,066,338 | 6,590,982 | 2,314,553 | ||||||||
| Total operating expenses | 5,679,645 | 3,354,620 | 16,235,034 | 6,986,610 | ||||||||
| Income (loss) from operations | 616,823 | (346,273 | ) | 864,007 | 443,887 | |||||||
| Interest expense, net: | ||||||||||||
| Contractual interest expense | (484,272 | ) | (48,916 | ) | (1,757,413 | ) | (635,423 | ) | ||||
| Write-off and amortization of deferred financing fees | (123,650 | ) | (4,523 | ) | (343,511 | ) | (9,558 | ) | ||||
| Loss on early extinguishment of predecessor debt | — | — | — | (185,586 | ) | |||||||
| Interest income | 668 | 1,136 | 2,155 | 3,394 | ||||||||
| Total interest expense, net | (607,254 | ) | (52,303 | ) | (2,098,769 | ) | (827,173 | ) | ||||
| Income (loss) before income tax (expense) benefit | 9,569 | (398,576 | ) | (1,234,762 | ) | (383,286 | ) | |||||
| Income tax (expense) benefit | (29,754 | ) | 6,259 | (44,876 | ) | (39,749 | ) | |||||
| Net loss | (20,185 | ) | (392,317 | ) | (1,279,638 | ) | (423,035 | ) | ||||
| Net income attributable to non-controlling interest in properties | — | — | — | (4,336 | ) | |||||||
| Net income attributable to Predecessor | — | — | — | (463,414 | ) | |||||||
| Net (income) loss attributable to Operating Partnership unitholders’ non-controlling interests | 5,001 | 84,348 | 436,149 | 191,020 | ||||||||
| Net loss attributable to common stockholders | $ | (15,184 | ) | $ | (307,969 | ) | $ | (843,489 | ) | $ | (699,765 | ) |
| Net loss per share: | ||||||||||||
| Basic and Diluted | $ | (0.01 | ) | $ | (0.06 | ) | $ | (0.18 | ) | $ | (0.14 | ) |
| Weighted average common shares outstanding: | ||||||||||||
| Basic and Diluted | 8,425,708 | 5,164,264 | 6,276,145 | 5,164,264 |
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PostalRealty Trust, Inc.
ConsolidatedBalance Sheets
| December 31, <br> 2019 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Investments: | |||||
| Real estate properties, at cost: | |||||
| Land | 38,603,504 | $ | 25,147,732 | ||
| Building and improvements | 144,763,204 | 92,873,637 | |||
| Tenant improvements | 3,227,454 | 2,562,293 | |||
| Total real estate properties, at cost | 186,594,162 | 120,583,662 | |||
| Less: Accumulated depreciation | (11,875,852 | ) | (8,813,579 | ) | |
| Total real estate properties, net | 174,718,310 | 111,770,083 | |||
| Investment in financing lease, net | 516,164 | – | |||
| Total investments | 175,234,474 | 111,770,083 | |||
| Cash | 7,786,677 | 12,475,537 | |||
| Rent and other receivables | 2,728,818 | 1,710,314 | |||
| Prepaid expenses and other assets, net | 3,669,503 | 2,752,862 | |||
| Escrow and reserves | 694,910 | 708,066 | |||
| Deferred rent receivable | 145,690 | 33,344 | |||
| In-place lease intangibles, net | 9,349,264 | 7,315,867 | |||
| Above market leases, net | 54,667 | 22,124 | |||
| Total Assets | 199,664,003 | $ | 136,788,197 | ||
| Liabilities and Equity | |||||
| Liabilities: | |||||
| Secured borrowings, net | 16,599,366 | $ | 3,211,004 | ||
| Revolving credit facility | 49,000,000 | 54,000,000 | |||
| Accounts payable, accrued expenses and other | 4,537,644 | 3,152,799 | |||
| Below market leases, net | 8,379,874 | 6,601,119 | |||
| Total Liabilities | 78,516,884 | 66,964,922 | |||
| Commitments and Contingencies | |||||
| Equity: | |||||
| Class A common stock, par value 0.01 per share; 500,000,000 shares authorized, 9,449,352 and 5,285,904 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 94,494 | 52,859 | |||
| Class B common stock, par value 0.01 per share; 27,206 shares authorized: 27,206 shares issued and outstanding as of September 30, 2020 and December 31, 2019 | 272 | 272 | |||
| Additional paid-in capital | 101,303,229 | 51,396,226 | |||
| Accumulated deficit | (8,246,422 | ) | (2,575,754 | ) | |
| Total Stockholders’ Equity | 93,151,573 | 48,873,603 | |||
| Operating Partnership unitholders’ non-controlling interests | 27,995,546 | 20,949,672 | |||
| Total Equity | 121,147,119 | 69,823,275 | |||
| Total Liabilities and Equity | 199,664,003 | $ | 136,788,197 |
All values are in US Dollars.
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PostalRealty Trust, Inc.Reconciliation of Net Loss to FFO and AFFO
(Unaudited)
| Three months ended<br> September 30,<br> 2020 | |||
|---|---|---|---|
| Net loss | $ | (20,185 | ) |
| Depreciation and amortization of real estate assets | 2,394,332 | ||
| FFO | $ | 2,374,147 | |
| Recurring capital expenditures | (51,476 | ) | |
| Amortization of debt issuance costs | 123,650 | ||
| Straight-line rent adjustments | (47,775 | ) | |
| Fair value lease adjustments | (322,687 | ) | |
| Acquisition related expenses | 118,732 | ||
| Non-cash components of compensation expense | 569,901 | ||
| AFFO | $ | 2,764,492 | |
| FFO per common share and common unit outstanding | $ | 0.21 | |
| AFFO per common share and common unit outstanding | $ | 0.24 | |
| Weighted average common shares and common units outstanding | 11,524,405 |
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