Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________________________________________
FORM 10-K/A
(Amendment No. 1)
.._____________________________________________________________________________________________________
(Mark One)
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þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2018
OR
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| 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)
.____________________ __________________________________________________________________________.
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MARYLAND | | 46-2024407 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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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)
.____________________ __________________________________________________________________________.
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Name of each exchange on which registered |
Common Stock, $0.01 par value | | New York Stock Exchange |
5.875% Series A Cumulative Redeemable Preferred Stock | | New York Stock Exchange |
5.875% Series B Cumulative Redeemable Preferred Stock | | 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 þ 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 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 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 þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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, 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.
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Large accelerated filer þ | 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 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 29, 2018, as reported on the New York Stock Exchange (“NYSE”) was approximately $2,844 million. The registrant had no non-voting common equity
outstanding on such date. This amount excludes 456,721 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 February 11, 2019 was 96,815,364.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement with respect to its 2019 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.
EXPLANATORY NOTE
Rexford Industrial Realty, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amended Filing”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission on February 19, 2019 (the “Original Filing”). The purpose of this Amended Filing is solely to (i) amend the references to Exhibit 10.3 in Part IV, Item 15 to refer to the Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan (the “Amended & Restated Plan”) and (ii) file a copy of the Amended & Restated Plan as Exhibit 10.3.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, currently dated certifications by the Company’s co-Chief Executive Officers and Chief Financial Officer required in accordance with Rule 13a-14(a) are being filed as exhibits to this Amended Filing and the exhibit list included in Item 15 of Part IV of the Original Filing has been amended accordingly; however, paragraphs 3, 4 and 5 of the certifications have been omitted because this Amended Filing does not contain any financial statements nor does it contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K.
Except as described above, we have not modified or updated any other disclosures presented in the Original Filing. This Amended Filing does not amend, update or change the financial statements or any other disclosures in the Original Filing, and does not reflect events occurring after the filing of the Original Filing. Accordingly, this report should be read in conjunction with the Original Filing.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
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Exhibit Number | | Exhibit Description | | Form | | File No. | | Exhibit No. | | Filing Date |
2.1 | | | | 10-Q | | 001-36008 | | 2.1 | | 9/3/2013 |
2.2 | | | | 10-Q | | 001-36008 | | 2.2 | | 9/3/2013 |
2.3 | | | | 10-Q | | 001-36008 | | 2.3 | | 9/3/2013 |
2.4 | | | | 10-Q | | 001-36008 | | 2.4 | | 9/3/2013 |
2.5 | | | | 10-Q | | 001-36008 | | 2.5 | | 9/3/2013 |
2.6 | | | | 10-Q | | 001-36008 | | 2.6 | | 9/3/2013 |
2.7 | | | | 10-Q | | 001-36008 | | 2.7 | | 9/3/2013 |
2.8 | | | | 10-Q | | 001-36008 | | 2.8 | | 9/3/2013 |
2.9 | | | | 10-Q | | 001-36008 | | 2.9 | | 9/3/2013 |
2.10 | | | | 10-Q | | 001-36008 | | 2.10 | | 9/3/2013 |
2.11 | | | | 10-Q | | 001-36008 | | 2.11 | | 9/3/2013 |
2.12 | | | | 10-Q | | 001-36008 | | 2.12 | | 9/3/2013 |
2.13 | | | | 10-Q | | 001-36008 | | 2.13 | | 9/3/2013 |
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2.14 | | | | 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 | | | | 8-K | | 001-36008 | | 2.1 | | 9/15/2014 |
2.17 | | Agreement of Purchase and Sale and Joint Escrow Instructions By and Between Laro Properties, L.P., as Seller, and Rexford Industrial Realty, L.P., a Maryland limited partnership, as Purchaser, for 12907 Imperial Hwy, Santa Fe Springs, California, 10509 Business Drive, Fontana, California, 13231 Slover Avenue, Fontana, California, Dated as of November 4, 2014, and as amended on November 26, 2014 | | 8-K | | 001-36008 | | 2.1 | | 12/8/2014 |
2.18 | | | | 8-K | | 001-36008 | | 2.1 | | 4/11/2016 |
2.19 | | | | 10-Q | | 001-36008 | | 10.1 | | 8/4/2017 |
2.20 | | | | 10-Q | | 001-36008 | | 10.2 | | 8/4/2017 |
2.21 | | | | 10-Q | | 001-36008 | | 10.3 | | 11/3/2017 |
3.1 | | | | S-11/A | | 333-188806 | | 3.1 | | 7/15/2013 |
3.2 | | | | 8-K | | 001-36008 | | 3.1 | | 5/4/2018 |
3.3 | | | | 8-A | | 001-36008 | | 3.3 | | 8/15/2016 |
3.4 | | | | 8-A12B | | 001-36008 | | 3.3 | | 11/9/2017 |
4.1 | | | | S-11/A | | 333-188806 | | 4.1 | | 7/15/2013 |
4.2 | | | | 8-A | | 001-36008 | | 4.1 | | 8/15/2016 |
4.3 | | | | 8-A12B | | 001-36008 | | 4.1 | | 11/9/2017 |
10.1 | | | | 8-K | | 001-36008 | | 3.2 | | 11/13/2017 |
10.2 | | | | 10-Q | | 001-36008 | | 10.2 | | 9/3/2013 |
10.3*† | | | | | | | | | | |
10.4† | | | | S-11/A | | 333-188806 | | 10.4 | | 7/15/2013 |
10.5 | | | | S-11/A | | 333-188806 | | 10.5 | | 7/9/2013 |
10.6 | | | | 10-Q | | 001-36008 | | 10.6 | | 9/3/2013 |
10.7† | | | | 10-Q | | 001-36008 | | 10.8 | | 9/3/2013 |
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10.8† | | | | 8-K | | 001-36008 | | 10.2 | | 6/29/2017 |
10.9† | | | | 10-Q | | 001-36008 | | 10.9 | | 9/3/2013 |
10.10† | | | | 8-K | | 001-36008 | | 10.3 | | 6/29/2017 |
10.11† | | | | 8-K | | 001-36008 | | 10.1 | | 12/2/2014 |
10.12† | | | | 8-K | | 001-36008 | | 10.4 | | 6/29/2017 |
10.13† | | | | 8-K | | 001-36008 | | 10.1 | | 6/29/2017 |
10.14† | | | | 10-K | | 001-36008 | | 10.11 | | 3/9/2015 |
10.15† | | | | 8-K | | 001-36008 | | 10.2 | | 12/21/2015 |
10.16† | | | | 8-K | | 001-36008 | | 10.3 | | 12/21/2015 |
10.17 | | Term Loan Agreement among RIF I—Don Julian, LLC, RIF I—Lewis Road, LLC, RIF I—Walnut, LLC, RIF I—Oxnard, LLC, RIF II—Kaiser, LLC, RIF III—Irwindale, LLC and Rexford Business Center—Fullerton, LLC, collectively as Borrower, and Bank of America, N.A., as Lender | | 10-Q | | 001-36008 | | 10.12 | | 9/3/2013 |
10.18 | | | | 10-K | | 001-36008 | | 10.20 | | 3/20/2014 |
10.19 | | 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 |
10.20 | | | | 8-K | | 001-36008 | | 10.2 | | 8/12/2014 |
10.21 | | | | 8-K | | 001-36008 | | 10.1 | | 7/20/2015 |
10.22 | | | | 10-Q | | 001-36008 | | 10.1 | | 5/11/2015 |
10.23 | | Assumption Agreement dated as of December 11, 2015 between Walnut Venture, LLC, as Borrower, Rexford Industrial-1065 Walnut LLC, as Purchaser, the individual Guarantors named therein, Rexford Industrial Realty, Inc., as New Guarantor and The Bank of New York Mellon Trust Company, N.A., in its capacity as directed trustee for Washington Capital Joint Master Trust Mortgage Income Fund, as Lender. | | 10-K | | 001-36008 | | 10.24 | | 2/25/2016 |
10.24 | | | | 10-K | | 001-36008 | | 10.25 | | 2/25/2016 |
10.25 | | | | 10-K | | 001-36008 | | 10.26 | | 2/25/2016 |
10.26 | | | | 8-K | | 001-36008 | | 1.1 | | 6/13/2018 |
10.27 | | | | 8-K | | 001-36008 | | 1.2 | | 6/13/2018 |
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10.28 | | | | 8-K | | 001-36008 | | 1.3 | | 6/13/2018 |
10.29 | | | | 8-K | | 001-36008 | | 1.4 | | 6/13/2018 |
10.30 | | | | 8-K | | 001-36008 | | 1.5 | | 6/13/2018 |
10.31 | | | | 8-K | | 001-36008 | | 1.6 | | 6/13/2018 |
10.32 | | | | 8-K | | 001-36008 | | 1.7 | | 6/13/2018 |
10.33 | | | | 8-K | | 001-36008 | | 1.8 | | 6/13/2018 |
10.34 | | Credit Agreement, dated as of January 14, 2016, among Rexford Industrial Realty, L.P., Rexford Industrial Realty Inc., PNC Bank, National Association, as administrative agent, U.S. Bank, National Association, as syndication agent, PNC Capital Markets LLC and U.S. Bank National Association, as joint lead arrangers and joint bookrunners, and the other lenders named therein. | | 8-K | | 001-36008 | | 10.1 | | 1/20/2016 |
10.35 | | | | 8-K | | 001-36008 | | 10.1 | | 4/15/2016 |
10.36 | | Second Amended and Restated Credit Agreement, dated as of February 14, 2017, among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., Citibank, N.A. as administrative agent, swing line lender and letter of credit issuer, and the other lenders named therein. | | 8-K | | 001-36008 | | 10.1 | | 2/15/2017 |
10.37 | | Third Amendment to Credit Agreement, dated February 14, 2017, among Rexford Industrial Realty, L.P., Rexford Industrial Realty Inc., PNC Bank, National Association, as administrative agent, U.S. Bank, National Association, as syndication agent, PNC Capital Markets LLC and U.S. Bank National Association, as joint lead arrangers and joint bookrunners, and the other lenders named therein. | | 10-K | | 001-36008 | | 10.33 | | 2/23/2017 |
10.38 | | | | 8-K | | 001-36008 | | 10.1 | | 7/19/2017 |
10.39 | | | | 10-Q | | 001-36008 | | 10.3 | | 8/4/2017 |
10.40 | | | | 8-K | | 001-36008 | | 10.1 | | 1/22/2018 |
10.41 | | | | 10-K | | 001-36008 | | 10.40 | | 2/21/2018 |
10.42 | | | | 10-Q | | 001-36008 | | 10.2 | | 5/7/2018 |
10.43 | | Credit Agreement, dated as of May 22, 2018, among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc., Capital One, National Association, as administrative agent, sole lead arranger and bookrunner and BB&T Capital Markets, as syndication agent. | | 8-K | | 001-36008 | | 10.1 | | 5/25/2018 |
10.44 | | Second Modification Agreement, dated June 27, 2018, 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 III-Irwindale, LLC, and Rexford Industrial-Madera Industrial, LLC, collectively as Borrower, Rexford Industrial Realty, Inc., as Guarantor, and Bank of America, N.A., as Lender. | | 8-K | | 001-36008 | | 10.1 | | 7/3/2018 |
21.1 | | | | 10-K | | 001-36008 | | 21.1 | | 2/19/2019 |
23.1 | | | | 10-K | | 001-36008 | | 23.1 | | 2/19/2019 |
24.1 | | | | 10-K | | 001-36008 | | 24.1 | | 2/19/2019 |
31.1* | | | | | | | | | | |
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31.2* | | | | | | | | | | |
31.3* | | | | | | | | | | |
32.1 | | | | 10-K | | 001-36008 | | 32.1 | | 2/19/2019 |
32.2 | | | | 10-K | | 001-36008 | | 32.2 | | 2/19/2019 |
32.3 | | | | 10-K | | 001-36008 | | 32.3 | | 2/19/2019 |
101.INS | | XBRL Instance Document | | 10-K | | 001-36008 | | 101.INS | | 2/19/2019 |
101.SCH | | XBRL Taxonomy Extension Schema Document | | 10-K | | 001-36008 | | 101.SCH | | 2/19/2019 |
101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document | | 10-K | | 001-36008 | | 101.CAL | | 2/19/2019 |
101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document | | 10-K | | 001-36008 | | 101.DEF | | 2/19/2019 |
101.LAB | | XBRL Taxonomy Extension Label Linkbase Document | | 10-K | | 001-36008 | | 101.LAB | | 2/19/2019 |
101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document | | 10-K | | 001-36008 | | 101.PRE | | 2/19/2019 |
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† | Compensatory plan or arrangement |
SIGNATURES
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.
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| | Rexford Industrial Realty, Inc. |
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February 28, 2019 | | /s/ Michael S. Frankel |
| | Michael S. Frankel |
| | Co-Chief Executive Officer (Principal Executive Officer) |
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February 28, 2019 | | /s/ Howard Schwimmer |
| | Howard Schwimmer |
| | Co-Chief Executive Officer (Principal Executive Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities on the dates indicated.
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| | | REXFORD INDUSTRIAL REALTY, INC. |
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Date: February 28, 2019 | | /s/ Michael S. Frankel |
| | | Michael S. Frankel |
| | | Co-Chief Executive Officer (Principal Executive Officer) |
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Date: February 28, 2019 | | * |
| | | Howard Schwimmer |
| | | Co-Chief Executive Officer (Principal Executive Officer) |
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Date: February 28, 2019 | | * |
| | | Adeel Khan |
| | | Chief Financial Officer (Principal Financial and Accounting Officer) |
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Date: February 28, 2019 | | * |
| | | Robert L. Antin |
| | | Director |
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Date: February 28, 2019 | | * |
| | | Steven C. Good |
| | | Director |
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Date: February 28, 2019 | | * |
| | | Diana J. Ingram |
| | | Director |
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Date: February 28, 2019 | | * |
| | | Tyler H. Rose |
| | | Director |
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Date: February 28, 2019 | | * |
| | | Peter E. Schwab |
| | | Director |
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Date: February 28, 2019 | | * |
| | | Richard S. Ziman |
| | | Director |
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* By: | /s/ Michael S. Frankel | | |
| Michael S. Frankel | | |
| Attorney-in-Fact | | |