10-K/A: Annual report pursuant to Section 13 and 15(d)
Published on October 29, 2015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
(Mark One)
|
þ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014
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 Number: 001-36008
Rexford Industrial Realty, Inc.
(Exact name of registrant as specified in its charter)
|
MARYLAND |
|
46-2024407 |
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
11620 Wilshire Boulevard, Suite 1000, Los Angeles, California |
|
90025 |
|
(Address of principal executive offices) |
|
(Zip Code) |
(310) 966-1680
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of Each Class |
|
Name of Each Exchange on Which Registered |
|
Common Stock, $0.01 par value |
|
New York Stock Exchange |
Securities registered pursuant to Section 12(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 þ
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 þ
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 þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer ¨ |
|
Accelerated filer þ |
|
Non-accelerated filer ¨ |
|
Smaller reporting company ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
The aggregate market value of the voting stock held by non-affiliates of the registrant based upon the closing sale price of the registrant’s common stock on June 30, 2014 as reported on the New York Stock Exchange (“NYSE”) was approximately $361,065,880. The registrant had no non-voting common equity outstanding on such date. This amount excludes 267,895 shares of the registrant’s common stock held by the executive officers and directors. Exclusion of such shares should not be construed to indicate that any such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant or that such person is controlled by or under common control with the registrant.
The number of shares of common stock outstanding at March 2, 2015 was 55,329,363.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement with respect to its 2015 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the registrant’s fiscal year are incorporated by reference into Part III of this Form 10-K
Rexford Industrial Realty, Inc. (the “Company”) is filing this Amendment No. 2 on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2014, originally filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2015 (the “Original 10-K”). On March 24, 2015, we filed Amendment No. 1 to the Original 10-K (the “Prior Amendment”). The purpose of this Amendment is to clarify certain prior disclosures in response to comments issued by the SEC. This Amendment contains changes to Part II—Item 9A (Controls and Procedures) and Part IV—Item 15 (Exhibits, Financial Statement Schedules).
In accordance with Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, currently dated certifications of the Company’s principal executive officers and principal financial officer are attached to this Form 10-K/A as Exhibits 31.1, 31.2, 31.3, 32.1, 32.2 and 32.3. Part IV—Item 15 has not been amended in any respect from the Original 10-K, except for the amended text of the aforementioned Exhibits.
This Amendment should be read in conjunction with the Original 10-K, the Prior Amendment and the Company’s other filings made with the SEC subsequent to the filing of the Original 10-K on March 9, 2015. The Original 10-K has not been amended or updated to reflect events occurring after March 9, 2015, except as specifically set forth in the Prior Amendment and this Amendment.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of management, including the Co-Chief Executive Officers and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures as of December 31, 2014, the end of the period covered by this report.
As noted below, management used the criteria set forth in the Internal Control–Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission to assess our internal control over financial reporting and concluded that the Company’s internal control over financial reporting was effective as of December 31, 2014. Due to a clerical error, however, the disclosure required by Item 308(a) of Regulation S-K and certain clauses in the certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 were inadvertently omitted. As a result of this clerical error, our Co-Chief Executive Officers and Chief Financial Officer conclude that our disclosure controls and procedures were not effective at the reasonable assurance level as of December 31, 2014.
The Company has implemented additional form requirement checks, effective immediately, to ensure the effectiveness of our disclosure controls and procedures in future periods.
Management’s Report on Internal Control Over Financial Reporting
Internal control over financial reporting is a process designed by, or under the supervision of, our Co-Chief Executive Officers and Chief Financial Officer and effected by our board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the consolidated financial statements.
Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company has used the criteria set forth in the Internal Control–Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission to assess our internal control over financial reporting. Based upon this assessment, management concluded that internal control over financial reporting operated effectively as of December 31, 2014.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.
Changes in Internal Control Over Financial Reporting
There have been no significant changes that occurred during the fourth quarter of the most recent year covered by this report in the Company’s internal control over financial reporting identified in connection with the evaluation referenced above that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 15. Exhibits, Financial Statement Schedules
(a)(1) and (2) Financial Statements and Schedules
The following financial information is included in Part IV of this Report on the pages indicated:
All other schedules are omitted because the required information is not present in amounts sufficient to require submission of the schedule or because the information required is included in the financial statements and notes thereto.
(3). Exhibits
|
Exhibit Number |
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit No. |
|
Filing Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
2.1 |
|
Contribution Agreement by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and Rexford Industrial Fund I, LLC |
|
10-Q |
|
001-36008 |
|
2.1 |
|
9/3/2013 |
|
2.2 |
|
Contribution Agreement by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and Rexford Industrial Fund II, LLC |
|
10-Q |
|
001-36008 |
|
2.2 |
|
9/3/2013 |
|
2.3 |
|
Contribution Agreement by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and Rexford Industrial Fund III, LLC |
|
10-Q |
|
001-36008 |
|
2.3 |
|
9/3/2013 |
|
2.4 |
|
Contribution Agreement by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and Rexford Industrial Fund IV, LLC |
|
10-Q |
|
001-36008 |
|
2.4 |
|
9/3/2013 |
|
2.5 |
|
Agreement and Plan of Merger by and among Rexford Industrial Realty, Inc. and Rexford Industrial Fund V REIT, LLC |
|
10-Q |
|
001-36008 |
|
2.5 |
|
9/3/2013 |
|
2.6 |
|
Agreement and Plan of Merger by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and Rexford Industrial Fund V, LP |
|
10-Q |
|
001-36008 |
|
2.6 |
|
9/3/2013 |
|
2.7 |
|
Contribution Agreement by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and Allan Ziman, as Special Trustee of the Declaration of Trust of Jeanette Rubin trust, dated August 16, 1978, as amended |
|
10-Q |
|
001-36008 |
|
2.7 |
|
9/3/2013 |
|
|
Contribution Agreement by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and the Contributors named therein |
|
10-Q |
|
001-36008 |
|
2.8 |
|
9/3/2013 |
|
|
2.9 |
|
Contribution Agreement by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and Christopher Baer |
|
10-Q |
|
001-36008 |
|
2.9 |
|
9/3/2013 |
|
2.10 |
|
Agreement and Plan of Merger by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., Rexford Industrial Merger Sub LLC, and Rexford Industrial, LLC |
|
10-Q |
|
001-36008 |
|
2.10 |
|
9/3/2013 |
|
2.11 |
|
Agreement and Plan of Merger by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., Rexford Fund V Manager Merger Sub LLC, and Rexford Fund V Manager LLC |
|
10-Q |
|
001-36008 |
|
2.11 |
|
9/3/2013 |
||
|
2.12 |
|
Agreement and Plan of Merger by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., Rexford Sponsor V Merger Sub LLC, and Rexford Sponsor V LLC |
|
10-Q |
|
001-36008 |
|
2.12 |
|
9/3/2013 |
||
|
2.13 |
|
Representation, Warranty and Indemnity Agreement by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., Richard Ziman, Howard Schwimmer and Michael S. Frankel |
|
10-Q |
|
001-36008 |
|
2.13 |
|
9/3/2013 |
||
|
2.14 |
|
Indemnity Escrow Agreement, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc., acting in the capacity of escrow agent, Richard Ziman, Howard Schwimmer and Michael S. Frankel |
|
10-Q |
|
001-36008 |
|
2.14 |
|
9/3/2013 |
||
|
2.15 |
|
Agreement of Purchase and Sale and Joint Escrow Instructions, dated as of May 19, 2014, among Westcore Cabot, L.P., a Delaware limited partnership, and Westcore Distribution, LLC, Westcore Distribution II, LLC, Westcore Hunter, LLC, Westcore Salt Lake Avenue, LLC, Westcore Valley, LLC, and Westcore Alton, LLC (all Delaware limited liability companies) and Rexford Industrial Realty, L.P., as amended on May 27, 2014, May 30, 2014, June 4, 2014, June 13, 2014 and June 24, 2014 |
|
8-K/A |
|
001-36008 |
|
2.1 |
|
7/2/2014 |
||
|
2.16 |
|
Purchase and Sale Agreement by and between LBA/PPF Industrial – Mason, LLC., as Seller, and Rexford Industrial Realty, L.P., as Buyer, for 9120 Mason Avenue and 20355 Corisco Street, Chatsworth, California Dated as of August 18, 2014 |
|
8-K |
|
001-36008 |
|
2.1 |
|
9/15/2014 |
||
|
3.1 |
|
Articles of Amendment and Restatement of Rexford Industrial Realty, Inc. |
|
S-11/A |
|
333-188806 |
|
3.1 |
|
7/15/2013 |
||
|
3.2 |
|
Amended and Restated Bylaws of Rexford Industrial Realty, Inc. |
|
S-11/A |
|
333-188806 |
|
3.2 |
|
7/15/2013 |
||
|
4.1 |
|
Form of Certificate of Common Stock of Rexford Industrial Realty, Inc. |
|
S-11/A |
|
333-188806 |
|
4.1 |
|
7/15/2013 |
||
|
10.1 |
|
Amended and Restated Agreement of Limited Partnership of Rexford Industrial Realty, L.P. |
|
10-Q |
|
001-36008 |
|
10.1 |
|
9/3/2013 |
||
|
10.2 |
|
Registration Rights Agreement among Rexford Industrial Realty, Inc. and the persons named therein |
|
10-Q |
|
001-36008 |
|
10.2 |
|
9/3/2013 |
||
|
10.3† |
|
Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P., 2013 Incentive Award Plan |
|
10-Q |
|
001-36008 |
|
10.3 |
|
9/3/2013 |
||
|
10.4† |
|
Form of Restricted Stock Award Agreement under 2013 Incentive Award Plan |
|
S-11/A |
|
333-188806 |
|
10.4 |
|
7/15/2013 |
||
|
10.5 |
|
Form of Indemnification Agreement between Rexford Industrial Realty, Inc. and its directors and officers |
|
S-11/A |
|
333-188806 |
|
10.5 |
|
7/9/2013 |
||
|
10.6 |
|
Tax Matters Agreement by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and each partner set forth in Schedule I, Schedule II and Schedule III thereto |
|
10-Q |
|
001-36008 |
|
10.6 |
|
9/3/2013 |
||
|
10.7 |
|
Guaranty Agreement by and among the guarantors identified on Exhibit A thereto and Rexford Industrial Realty, L.P. in favor of a to be named lender |
|
10-Q |
|
001-36008 |
|
10.7 |
|
9/3/2013 |
||
|
|
Loan and Security Agreement, dated as of June 24, 2014, by and among Rexford Industrial – SDLAOC, LLC, as borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders referenced therein, and J.P. Morgan Securities, LLC, as Sole Bookrunner and Sole Lead Arranger. |
|
8-K |
|
001-36008 |
|
10.1 |
|
6/30/2014 |
|||
|
10.24 |
|
Modification and Loan Assumption Agreement, dated January 24, 2014, by and among RIF I—Don Julian, LLC, RIF I—Lewis Road, LLC, RIF I—Oxnard, LLC, RIF I—Walnut, LLC, REXFORD BUSINESS CENTER—FULLERTON, LLC, RIF II—Kaiser, LLC, RIF III—Irwindale, LLC and REXFORD INDUSTRIAL—MADERA INDUSTRIAL, LLC collectively as Borrower, and Bank of America, N.A., as Lender |
|
8-K |
|
001-36008 |
|
10.1 |
|
8/12/2014 |
||
|
10.25 |
|
Reaffirmation of Guaranty, dated January 24, 2014 by Rexford Industrial Realty, Inc. |
|
8-K |
|
001-36008 |
|
10.2 |
|
8/12/2014 |
||
|
12.1* |
|
Statement of Computation of Ratio of Earnings to Fixed Charges |
|
|
|
|
|
|
|
|
||
|
21.1* |
|
List of Subsidiaries of the Company |
|
|
|
|
|
|
|
|
||
|
23.1* |
|
Consent of Ernst & Young LLP |
|
|
|
|
|
|
|
|
||
|
31.1** |
|
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
|
||
|
31.2** |
|
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
|
||
|
31.3** |
|
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
|
||
|
32.1** |
|
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
|
||
|
32.2** |
|
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
|
||
|
32.3** |
|
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
|
|
101.1* |
|
The following financial information from Rexford Industrial Realty, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated and Combined Statements of Operations, (iii) Consolidated and Combined Statements of Comprehensive Income, (iv) Consolidated and Combined Statements of Changes in Equity, (iv) Consolidated and Combined Statements of Cash Flows and (v) the Notes to Consolidated and Combined Financial Statements |
|
|
|
|
|
|
|
|
|
* |
Previously filed |
|
** |
Filed herein |
|
† |
Compensatory plan or arrangement |
Pursuant to the requirements of the 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.
|
|
|
Rexford Industrial Realty, Inc. |
|
October 29, 2015 |
|
/s/ Michael S. Frankel |
|
|
|
Michael S. Frankel |
|
|
|
Co-Chief Executive Officer (Principal Executive Officer) |
|
October 29, 2015 |
|
/s/ Howard Schwimmer |
|
|
|
Howard Schwimmer |
|
|
|
Co-Chief Executive Officer (Principal Executive Officer) |
|
October 29, 2015 |
|
/s/ Adeel Khan |
|
|
|
Adeel Khan |
|
|
|
Chief Financial Officer (Principal Financial and Accounting Officer) |