Form: 8-K

Current report filing

June 13, 2016



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
 
FORM 8-K  
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 7, 2016
 
REXFORD INDUSTRIAL REALTY, INC.
(Exact name of registrant as specified in its charter) 
 
 
Maryland
 
001-36008
 
46-2024407
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 

11620 Wilshire Boulevard, Suite 1000, Los Angeles, California
 
90025
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (310) 966-1680

N/A
(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 Instructions A.2.):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 






ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On June 7, 2016, Rexford Industrial Realty, Inc., through its operating partnership, Rexford Industrial Realty, L.P., completed the sale of a 153,080 rentable square foot industrial property located at 12910 Mulberry Drive, in Whittier, California (the “Property”). The Property, which was fully leased to a single tenant through May 23, 2016, was sold to an unaffiliated third party owner-user for a contract price of $15.0 million following the lease expiration.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(b)    The following pro forma financial statements are filed herewith:
Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2016 (unaudited)
Pro Forma Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2016 (unaudited)
Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2015 (unaudited)
Notes to the Pro Forma Condensed Consolidated Financial Statements

 



REXFORD INDUSTRIAL REALTY, INC.
UNAUDITED PRO FORMA FINANCIAL INFORMATION



The following unaudited pro forma condensed consolidated balance sheet as of March 31, 2016 is based on Rexford Industrial Realty, Inc.’s (the “Company”) historical consolidated balance sheet and gives effect to the sale on June 7, 2016 of a 153,080 rentable square foot industrial property located at 12910 Mulberry Drive, in Whittier, California (the “Property”), for a contract price of $15.0 million as if such transaction had occurred on March 31, 2016. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2016 and the year ended December 31, 2015 have been prepared to reflect the estimated effect of the disposition of the Property as if such transaction had occurred on January 1, 2015.
The unaudited pro forma financial information is not necessarily indicative of what the Company’s results of operations or financial condition would have been assuming the disposition of the Property had occurred on the dates discussed above, nor is it indicative of the Company’s results of operations or financial condition for future periods. In management’s opinion, all adjustments necessary to reflect the effect of the disposition transaction have been made. The unaudited pro forma condensed financial statements should be read together with the Company’s historical consolidated financial statements and related notes included in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2016 filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2016, and the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 24, 2016.



REXFORD INDUSTRIAL REALTY, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of March 31, 2016
(Unaudited and in thousands – except share and per share data)


 
Rexford Industrial Realty, Inc. (A)
 
Property Disposition- Pro Forma Adjustments (B)
 
Pro Forma Rexford Industrial Realty, Inc.
ASSETS
 
 
 
 
 
Investments in real estate, net
$
1,106,635

 
$
(4,871
)
 
$
1,101,764

Cash and cash equivalents
6,402

 
13,860

 
20,262

Rents and other receivables, net
2,939

 
—

 
2,939

Deferred rent receivable, net
8,670

 
(20
)
 
8,650

Deferred leasing costs, net
6,001

 
(22
)
 
5,979

Deferred loan costs, net
1,296

 
—

 
1,296

Acquired lease intangible assets, net
28,802

 
—

 
28,802

Acquired indefinite-lived intangible
5,271

 
—

 
5,271

Other assets
5,580

 
—

 
5,580

Acquisition related deposits
400

 
—

 
400

Investment in unconsolidated real estate entities
4,144

 
—

 
4,144

Total Assets
1,176,140

 
8,947

 
1,185,087

LIABILITIES & EQUITY
 
 
 
 
 
Liabilities
 
 
 
 
 
Notes payable
444,010

 
—

 
444,010

Interest rate swap liability
4,949

 
—

 
4,949

Accounts payable, accrued expenses and other liabilities
14,897

 
(88
)
 
14,809

Dividends payable
7,814

 
—

 
7,814

Acquired lease intangible liabilities, net
3,307

 
—

 
3,307

Tenant security deposits
11,995

 
(72
)
 
11,923

Prepaid rents
2,667

 
—

 
2,667

Total Liabilities
489,639

 
(160
)
 
489,479

Equity
 
 
 
 
 
Rexford Industrial Realty, Inc. stockholders’ equity
 
 
 
 
 
Common Stock, $0.01 par value 490,000,000 authorized and 55,657,428 outstanding as of March 31, 2016
554

 
—

 
554

Additional paid in capital
723,074

 
—

 
723,074

Cumulative distributions in excess of earnings
(54,192
)
 
8,785

 
(45,407
)
Accumulated other comprehensive loss
(4,728
)
 
—

 
(4,728
)
Total stockholders’ equity
664,708

 
8,785

 
673,493

Noncontrolling interests
21,793

 
322

 
22,115

Total Equity
686,501

 
9,107

 
695,608

Total Liabilities and Equity
$
1,176,140

 
$
8,947

 
$
1,185,087




REXFORD INDUSTRIAL REALTY, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 2016
(Unaudited and in thousands – except share and per share data)


 
Rexford Industrial Realty, Inc. (AA)
 
Property Disposition- Pro Forma Adjustments (BB)
 
Pro Forma Rexford Industrial Realty, Inc.
RENTAL REVENUES
 
 
 
 
 
Rental income
$
23,499

 
$
(195
)
 
$
23,304

Tenant reimbursements
3,558

 
(9
)
 
3,549

Other income
313

 
—

 
313

TOTAL RENTAL REVENUES
27,370

 
(204
)
 
27,166

Management, leasing and development services
134

 
—

 
134

TOTAL REVENUES
27,504

 
(204
)
 
27,300

OPERATING EXPENSES
 
 
 
 
 
Property expenses
7,543

 
(52
)
 
7,491

General and administrative
3,602

 
—

 
3,602

Depreciation and amortization
11,214

 
(40
)
 
11,174

TOTAL OPERATING EXPENSES
22,359

 
(92
)
 
22,267

OTHER EXPENSE
 
 
 
 
 
Acquisition expenses
475

 
—

 
475

Interest expense
3,254

 
—

 
3,254

TOTAL OTHER EXPENSE
3,729

 
—

 
3,729

TOTAL EXPENSES
26,088

 
(92
)
 
25,996

Equity in income from unconsolidated real estate entities
61

 
—

 
61

NET INCOME
1,477

 
(112
)
 
1,365

 Less: net income attributable to noncontrolling interest
(52
)
 
4

 
(48
)
NET INCOME ATTRIBUTABLE TO REXFORD INDUSTRIAL REALTY, INC.
1,425

 
(108
)
 
1,317

 Less: earnings allocated to participating securities
(78
)
 
—

 
(78
)
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
$
1,347

 
$
(108
)
 
$
1,239

Net income available to common stockholders per share - basic and diluted
$
0.02

 
 
 
$
0.02

Weighted average shares of common stock outstanding - basic
55,269,598

 
 
 
55,269,598

Weighted average shares of common stock outstanding - diluted
55,416,947

 
 
 
55,416,947




REXFORD INDUSTRIAL REALTY, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2015
(Unaudited and in thousands – except share and per share data)


 
Rexford Industrial Realty, Inc. (CC)
 
Property Disposition- Pro Forma Adjustments (DD)
 
Pro Forma Rexford Industrial Realty, Inc.
RENTAL REVENUES
 
 
 
 
 
Rental revenues
$
81,114

 
$
(744
)
 
$
80,370

Tenant reimbursements
10,479

 
(29
)
 
10,450

Other income
1,013

 
(4
)
 
1,009

TOTAL RENTAL REVENUES
92,606

 
(777
)
 
91,829

Management, leasing and development services
584

 
—

 
584

Interest income
710

 
—

 
710

TOTAL REVENUES
93,900

 
(777
)
 
93,123

OPERATING EXPENSES
 
 
 
 
 
Property expenses
25,000

 
(240
)
 
24,760

General and administrative
15,016

 
—

 
15,016

Depreciation and amortization
41,837

 
(142
)
 
41,695

TOTAL OPERATING EXPENSES
81,853

 
(382
)
 
81,471

OTHER EXPENSE
 
 
 
 
 
Acquisition expenses
2,136

 
—

 
2,136

Interest expense
8,453

 
—

 
8,453

TOTAL OTHER EXPENSE
10,589

 
—

 
10,589

TOTAL EXPENSES
92,442

 
(382
)
 
92,060

Equity in income from unconsolidated real estate entities
93

 
—

 
93

Gain from early repayment of note receivable
581

 
—

 
581

Loss on extinguishment of debt
(182
)
 
—

 
(182
)
NET INCOME
1,950

 
(395
)
 
1,555

Net income attributable to noncontrolling interests
(76
)
 
15

 
(61
)
NET INCOME ATTRIBUTABLE TO REXFORD INDUSTRIAL REALTY, INC.
1,874

 
(380
)
 
1,494

 Less: earnings allocated to participating securities
(223
)
 
—

 
(223
)
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
$
1,651

 
$
(380
)
 
$
1,271

Net income attributable to common stockholders per share - basic and diluted
$
0.03

 
 
 
$
0.02

Weighted average shares of common stock outstanding - basic and diluted
54,024,923

 
 
 
54,024,923




REXFORD INDUSTRIAL REALTY, INC.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



1.
Balance sheet adjustments

(A)
Represents the unaudited historical balance sheet of the Company as of March 31, 2016. See the historical consolidated financial statements and notes thereto included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on May 10, 2016.
(B)
Adjustments reflect the net sale proceeds received from the sale of the Property and the elimination of the related account balances as if the sale was consummated as of March 31, 2016. Cumulative distributions in excess of earnings and Noncontrolling interests have been increased to reflect the receipt of net sale proceeds and removal of assets and liabilities related to the sale, as follows (in thousands):
Contract sale price
$
15,000

Closing credits and transaction costs
(1,140
)
Net proceeds from sale
$
13,860

Net book value of the Property
(4,753
)
Gain on sale
$
9,107


2.
Income statement adjustments
(AA) Represents the unaudited historical consolidated statement of operations of the Company for the three months ended March 31, 2016. See the historical consolidated financial statements and notes thereto included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on May 10, 2016.
(BB) The pro forma adjustments reflect the results of operations for the Property for the three months ended March 31, 2016.
(CC) Represents the audited historical consolidated statement of operations of the Company for the year ended December 31, 2015. See the historical consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 24, 2016.
(DD) The pro forma adjustments reflect the results of operations for the Property for the year ended December 31, 2015.





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.
 
 
Rexford Industrial Realty, Inc.
June 13, 2016
 
/s/ Adeel Khan
 
Adeel Khan
Chief Financial Officer and Secretary