Attached files
| file | filename |
|---|---|
| EX-32 - EXHIBIT 32 - Benefit Street Partners Realty Trust, Inc. | rft-exhibit32x2014q4a.htm |
| EX-31.1 - EXHIBIT 31.1 - Benefit Street Partners Realty Trust, Inc. | rft-exhibit3112014q4a.htm |
| EX-31.2 - EXHIBIT 31.2 - Benefit Street Partners Realty Trust, Inc. | rft-exhibit312x2014q4a.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One) | |
x | 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: 000-55188
REALTY FINANCE TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland | 46-1406086 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
405 Park Avenue, 14th Floor New York, NY | 10022 | |
(Address of principal executive offices) | (Zip Code) | |
(212) 415-6500 | ||
(Registrant's telephone number, including area code) | ||
Securities registered pursuant to section 12(b) of the Act: None | ||
Securities registered pursuant to section 12(g) of the Act: Common stock, $0.01 par value per share (Title of class) | ||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
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 o No x
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. x Yes ¨ No
Indicate by check mark whether the registrant 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). x Yes ¨ 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 definition of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ | |
Non-accelerated filer ¨ | (Do not check if a smaller reporting company) | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No
There is no established public market for the registrant's shares of common stock. The registrant is currently conducting the ongoing initial public offering of its shares of common stock pursuant to its Registration Statement on Form S-11 (File No. 333-186111), which shares are being sold at $25.00 per share, with discounts available for certain categories of purchasers. The aggregate market value of the registrant's common stock held by non-affiliates of the registrant as of June 30, 2014, the last business day of the registrant's most recently completed second fiscal quarter, was $146.3 million based on a per share value of $25.00.
The number of outstanding shares of the registrant's common stock on March 15, 2015 was 18,570,444 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement to be delivered to stockholders in connection with the registrant's 2015 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K. The registrant intends to file its proxy statement within 120 days after its fiscal year end.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2014 (the "Annual Report") is being filed solely to include the requirements of Part II, Item 9A of Form 10-K. As required by the rules of the Securities and Exchange Commission, this Amendment No. 1 includes an amended Part IV, Item 15, to contain new certifications of our Chief Executive Officer and Chief Financial Officer (Exhibits 31.1, 31.2 and 32).
Except as set forth above, no changes have been made to the Annual Report, and, unless expressly stated, this Amendment No. 1 does not amend, modify or update the disclosures in the Annual Report in any way.
PART II
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded, as of the end of such period, that our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in our reports that we file or submit under the Exchange Act.
Internal Control Over Financial Reporting
Management's Annual Reporting on Internal Controls over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act.
In connection with the preparation of our Annual Report on Form 10-K, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2014. In making that assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).
Based on its assessment, our management concluded that, as of December 31, 2014, our internal control over financial reporting was effective.
The rules of the SEC do not require, and this Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
During the fiscal year ended December 31, 2014, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized this 29th day of April, 2015.
Realty Finance Trust, Inc. | ||
By | /s/ Peter M. Budko | |
Peter M. Budko | ||
Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this amended annual report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name | Capacity | Date | ||
/s/ Peter M. Budko | Chief Executive Officer | April 29, 2015 | ||
Peter M. Budko | (Principal Executive Officer) | |||
/s/ Donald MacKinnon | President and Chief Operating Officer | April 29, 2015 | ||
Donald MacKinnon | ||||
/s/ Nicholas Radesca | Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer) | April 29, 2015 | ||
Nicholas Radesca | ||||
/s/ William M. Kahane | Chairman of the Board | April 29, 2015 | ||
William M. Kahane | ||||
/s/ Dr. Robert J. Froehlich | Lead Independent Director | April 29, 2015 | ||
Dr. Robert J. Froehlich | ||||
/s/ Elizabeth K. Tuppeny | Independent Director | April 29, 2015 | ||
Elizabeth K. Tuppeny | ||||
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) | 1. Consolidated Financial Statements and 2. Financial Statement Schedules included in Part II, Item 8. “Financial Statements and Supplementary Data” of the Annual Report. |
(b) Exhibits
The following exhibits are included in this Annual Report on Form 10-K for the year ended December 31, 2014 (and are numbered in accordance with Item 601 of Regulation S-K).
Exhibit No. | Description | |
3.1(1) | Amended and Restated Articles of Amendment and Restatement. | |
3.2(2) | Articles Supplementary, dated as of December 30, 2014. | |
3.3(3) | Articles of Amendment to the Amended and Restated Articles of Amendment and Restatement, effective February 10, 2015. | |
3.4(4) | Bylaws. | |
4.1(2) | Amended and Restated Agreement of Limited Partnership of ARC Realty Finance Operating Partnership, L.P., dated as of December 31, 2014. | |
10.1(5) | Valuation Services Agreement between ARC Realty Finance Trust, Inc. and Duff & Phelps, LLC dated as of February 4, 2013. | |
10.2(6) | Amended and Restated Advisory Agreement, dated as of December 20, 2013, by and among ARC Realty Finance Trust, Inc., ARC Realty Finance Operating Partnership, L.P. and ARC Realty Finance Advisors, LLC. | |
10.3(7) | First Amendment to Amended and Restated Advisory Agreement, entered into as of April 24, 2015, by and among Realty Finance Trust, Inc., Realty Finance Operating Partnership, L.P. and Realty Finance Advisors, LLC. | |
10.4(1) | Employee and Director Incentive Restricted Share Plan of ARC Realty Finance Trust, Inc | |
10.5(1) | Form of Restricted Share Award Agreement Pursuant to the Employee and Director Incentive Restricted Share Plan of ARC Realty Finance Trust, Inc. | |
10.6(1) | Amended and Restated Subscription Escrow Agreement dated as of March 13, 2013. | |
10.7(8) | Second Amended and Restated Subscription Escrow Agreement dated as of July 26, 2013. | |
10.8(8) | Revolving Line of Credit Agreement, made and entered into as of May 15, 2013, by and between AR Capital, LLC and ARC Realty Finance Trust, Inc. | |
10.9(8) | First Amendment to Revolving Line of Credit Agreement, made and entered into as of July 17, 2013, by and between AR Capital, LLC and ARC Realty Finance Trust, Inc. | |
10.10(9) | Uncommitted Master Repurchase Agreement, dated as of June 18, 2014, between ARC RFT JPM Loan, LLC and JPMorgan Chase Bank, National Association. | |
10.11(10) | Guarantee Agreement, dated as of June 18, 2014, between ARC Realty Finance Trust, Inc. and JPMorgan Chase Bank, National Association. | |
10.12(10) | Master Repurchase Agreement, dated as of September 5, 2014, between ARC RFT BB Loan, LLC and Barclays Bank PLC. | |
10.13(10) | Guaranty, dated as of September 5, 2014, between ARC Realty Finance Trust, Inc. and Barclays Bank PLC. | |
10.14(11) | Indemnification Agreement, dated as of December 31, 2014. | |
14.1(1) | Code of Ethics, dated as of February 7, 2013. | |
16.1(12) | Letter from Grant Thornton LLP to the Securities and Exchange Commission dated January 28, 2015. | |
21(11) | Subsidiaries of the Registrant. | |
31.1* | Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a - 14(a) or 15(d) - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2* | Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a - 14(a) or 15(d) - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32* | Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101(7) | XBRL (eXtensible Business Reporting Language). The following materials from Realty Finance Trust, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) the Consolidated Statement of Changes in Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements. | |
* Filed herewith.
(1) | Filed as an exhibit to our quarterly report on Form 10-Q for the quarter ended March 31, 2013 filed with the SEC on May 15, 2013. |
(2) | Filed as an exhibit to our current report on Form 8-K filed with the SEC on January 6, 2015. |
(3) | Filed as an exhibit to our current report on Form 8-K filed with the SEC on February 17, 2015. |
(4) | Filed as an exhibit to Pre-Effective Amendment No. 1 to our Registration Statement on Form S-11/A filed with the SEC on January 23, 2013. |
(5) | Filed as an exhibit to Pre-Effective Amendment No. 3 to our Registration Statement on Form S-11/A filed with the SEC on February 12, 2013. |
(6) | Filed as an exhibit to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 11 to our Registration Statement on Form S-11 filed with the SEC on April 8, 2015. |
(7) | Filed as an exhibit to our annual report on Form 10-K for the year ended December 31, 2014 filed with the SEC on April 24, 2015. |
(8) | Filed as an exhibit to our quarterly report on Form 10-Q for the quarter ended June 30, 2013 filed with the SEC on August 13, 2013. |
(9) | Filed as an exhibit to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 7 to our Registration Statement on Form S-11 filed with the SEC on July 11, 2014. |
(10) | Filed as an exhibit to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 8 to our Registration Statement on Form S-11 filed with the SEC on October 8, 2014. |
(11) | Filed as an exhibit to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 9 to our Registration Statement on Form S-11 filed with the SEC on January 8, 2015. |
(12) | Filed as an exhibit to our current report on Form 8-K filed with the SEC on January 28, 2015. |