10-K/A 1 a50206131.htm CREXUS INVESTMENT CORP 10-K/A a50206131.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

[X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED:  DECEMBER 31, 2011

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:  1-34451

CREXUS INVESTMENT CORP.
(Exact name of Registrant as specified in its Charter)
 
MARYLAND  26-2652391
(State or other jurisdiction of incorporation or organization)  (IRS Employer Identification No.)
 
1211 AVENUE OF THE AMERICAS, SUITE 2902
NEW YORK, NEW YORK
(Address of principal executive offices)

10036
 (Zip Code)

(646) 829-0160
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:    
     
Title of Each Class Name of Each Exchange on Which Registered  
     
Common Stock, par value $.01 per share New York Stock Exchange  
 
Securities registered pursuant to Section 12(g) of the Act:

None.

Indicate by check mark whether the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes þ No o
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 þ
Indicate by check mark whether the Registrant (1) has filed all documents and 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 o
 
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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

 
 
 
 
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.      þ

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  þ   Accelerated filer  o Non-accelerated filer  o Smaller reporting company  o
 
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No þ

At June 30, 2011, the aggregate market value of the voting stock held by non-affiliates of the Registrant was $742,518,341 based on the closing sale price on the New York Stock Exchange on that date.


APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date:
 
Class  Outstanding at February 24, 2012
Common Stock, $.01 par value 76,620,112
 

DOCUMENTS INCORPORATED BY REFERENCE

The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31, 2011. Portions of such proxy statement are incorporated by reference into Part III of this Form 10-K.

 
 
 
 
Explanatory Note

The purpose of this Amendment No. 1 to CreXus Investment Corp.’s Annual Report on Form 10-K for the year ended December 31, 2011 (the “Original Form 10-K”), as filed with the Securities and Exchange Commission on February 29, 2012, is solely to furnish the interactive data files with detailed eXtensible Business Reporting Language (XBRL) tagging as required by Rule 405 of Regulation S-T.   The XBRL files included in this Amendment No. 1 supersede such files included in the Original Form 10-K.

Attached as Exhibit 101 to this report are the following documents formatted in XBRL: (i) Consolidated Statements of Financial Condition at December 31, 2011 and December 31, 2010 and the period commencing September 22, 2009 through December 31, 2009; (ii) Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2011 and December 31, 2010 and the period commencing September 22, 2009 and ended December 31, 2009; (iii) Consolidated Statement of Stockholders' Equity for the years ended December 31, 2011 and  December 31, 2010 and the period commencing September 22, 2009 through December 31,2009; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2011 and December 31, 2010 and the period commencing September 22, 2009 and ended December 31, 2009; (v) Notes to Consolidated Financial Statements; and (vi) Supplemental Schedules.

No other changes have been made to the Form Original 10-K.  This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Original Form 10-K or modify or update in any way disclosures made in the Original Form 10-K.  Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original Form 10-K, and such forward-looking statements should be read in their historical context. Furthermore,  Amendment No. 1 should be read in conjunction with the Original Form 10-K and with our filings with the SEC subsequent to the Original Form 10-K.

Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.



Part IV.

Item 15. Exhibits, Financial Statement Schedules

(a) Documents filed as part of this report:

1. Financial Statements.

2. Schedules to Financial Statements.

     All financial statement schedules have been omitted because they are either inapplicable or the information required is provided in our Financial Statements and Notes thereto, included in Part II, Item 8, the Form 10-K as filed with the Securities and Exchange Commission on February 29, 2012.
 
EXHIBIT INDEX
 
Exhibit
Number
Description
   
3.1
Articles of Amendment and Restatement of CreXus Investment Corp. (filed as Exhibit 3.1 to the Company’s Registration Statement on Amendment No. 5 to Form S-11 (File No. 333-160254) filed on September 14, 2009 and incorporated herein by reference).
 
 
1
 
 
3.2
Amended and Restated Bylaws of CreXus Investment Corp. (filed as Exhibit 3.2 to the Company’s Registrant's Form 10-Q (filed with the Securities and Exchange Commission on November 6, 2009) and incorporated herein by reference).
4.1
Specimen Common Stock Certificate of CreXus Investment Corp. (filed as Exhibit 4.1 to the Company’s Registration Statement on Amendment No. 3 to Form S-11 (File No. 333-160254) filed on August 31, 2009 and incorporated herein by reference).
10.1
Management Agreement (filed as Exhibit 10.1 to the Company’s Registration Statement on Amendment No. 3 to Form S-11 (File No. 333-160254) filed on August 31, 2009 and incorporated herein by reference).
10.2
Amendment No. 1 to Management Agreement (filed as Exhibit 10.6 to the Company’s Registration Statement on Amendment No. 6 to Form S-11 (File No. 333-160254) filed on September 16, 2009 and incorporated herein by reference).
10.3
Mortgage Origination and Servicing Agreement between CreXus Investment Corp. and Principal Real Estate Investors, LLC (filed as Exhibit 10.2 to the Company’s Registration Statement on Amendment No. 5 to Form S-11 (File No. 333-160254) filed on September 14, 2009 and incorporated herein by reference).
10.4
Equity Incentive Plan (filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-8 (File No. 333-162223) filed on September 30, 2009 and incorporated herein by reference).*
10.5
Form of Common Stock Award (filed as Exhibit 10.4 to the Company’s Registration Statement on Amendment No. 3 to Form S-11 (File No. 333-160254) filed on August 31, 2009 and incorporated herein by reference).*
10.6
Form of Stock Option Grant (filed as Exhibit 10.5 to the Company’s Registration Statement on Amendment No. 3 to Form S-11 (File No. 333-160254) filed on August 31, 2009 and incorporated herein by reference).*
10.8
Asset Purchase Agreement, dated March 18, 2011, among CreXus S Holdings LLC, CreXus S Holdings (Grand Cayman) LLC, Barclays Capital Real Estate Inc. and Barclays Capital Real Estate Finance Inc. (filed as exhibit 2.1 to the Company's Current Report on Form 8-K (filed on March 21, 2011) and incorporated herein by reference).
10.9
Stock Purchase Agreement, dated April 1, 2011, between the Company and Annaly Capital Management, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (filed on April 1, 2011) and incorporated herein by reference).
10.7
Stock Purchase Agreement between CreXus Investment Corp. and Annaly Capital Management, Inc. (filed as Exhibit 10.10 to the Company’s Registrant's Form 10-Q (filed with the Securities and Exchange Commission on November 6, 2009) and incorporated herein by reference).
12.1
Ratio of Earnings to Fixed Charges**
21.1
Subsidiaries of Registrant.**
23.1
Consent of Deloitte & Touche LLP**
31.1
Certification of Kevin Riordan, Chief Executive Officer and President of the Registrant, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
31.2
Certification of Daniel Wickey, Chief Financial Officer of the Registrant, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
32.1
Certification of Kevin Riordan, Chief Executive Officer and President of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2
Certification of Daniel Wickey, Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
Exhibit 101.INS XBRL
Instance Document †
   
Exhibit 101.SCH XBRL
Taxonomy Extension Schema Document †
   
Exhibit 101.CAL XBRL
Taxonomy Extension Calculation Linkbase Document †
   
Exhibit 101.DEF XBRL
Additional Taxonomy Extension Definition Linkbase Document Created†
 
 
2
 
 
Exhibit 101.LAB XBRL
Taxonomy Extension Label Linkbase Document †
   
Exhibit 101.PRE XBRL
Taxonomy Extension Presentation Linkbase Document †
 
†           Submitted electronically herewith.  Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Financial Condition at December 31, 2011 and December 31, 2010 and the period commencing September 22, 2009 through December 31, 2009; (ii) Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2011 and December 31, 2010 and the period commencing September 22, 2009 and ended December 31, 2009; (iii) Consolidated Statement of Stockholders' Equity for the years ended December 31, 2011 and  December 31, 2010 and the period commencing September 22, 2009 through December 31,2009; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2011 and December 31, 2010 and the period commencing September 22, 2009 and ended December 31, 2009; (v) Notes to Consolidated Financial Statements; and (vi) Supplemental Schedules.  Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

* Represents a management contract or a compensatory plan or arrangement.
 
** These exhibits were previously included or incorporated by reference in CreXus Investment Corp.’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on February 29, 2012.

 
3
 
 
SIGNATURES
 

Pursuant to the requirements of 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, in the city of New York, State of New York.
 
    CREXUS INVESTMENT CORP.
     
Date: March 15, 2012 By: /s/ Kevin Riordan
    Kevin Riordan
    Chairman, Chief Executive Officer, and President
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

                    Signature
  
Title
Date
 
     /s/ Kevin Riordan               
Kevin Riordan
  
Chief Executive Officer, President and
Director (principal executive officer)
 
March 15, 2012
     /s/ Daniel Wickey               
Daniel Wickey
  
Chief Financial Officer (principal
financial and accounting officer)
March 15, 2012