Form 10-Q Wesco Aircraft Holdings, For: Jun 30
FIRST AMENDMENT TO STANDARD INDUSTRIAL/COMMERCIAL
SINGLE-TENANT LEASE – NET
THIS FIRST AMENDMENT TO STANDARD INDUSTRIAL/ COMMERCIAL SINGLE-TENANT LEASE – NET dated as of June 24, 2019 (this “First Amendment”), is entered into by and between AVENUE SCOTT, LLC, a California limited liability company (“Landlord”), and WESCO AIRCRAFT HARDWARE CORP., a California corporation (“Tenant”), with reference to the following:
R E C I T A L S
WHEREAS, Landlord and Tenant entered into that certain Standard Industrial/Commercial Single-Tenant Lease – Net dated as of October 1, 2004 (as amended and otherwise modified, the “Lease”), for the lease of certain premises (the “Premises”) with an address of 27727 Avenue Scott, Valencia, California, 91355, as more particularly described in the Lease. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Lease. Unless the context clearly indicates otherwise, all references to the “Lease” in the Lease and in this First Amendment shall hereinafter be deemed to refer to the Lease, as amended hereby.
WHEREAS, Landlord and Tenant desire by this First Amendment to amend the Lease in order to extend the Term, and further amend, modify and supplement the Lease as set forth herein.
NOW, THEREFORE, in consideration of the foregoing Recitals (which are incorporated herein by this reference), for the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
A G R E E M E N T
1. Extension of Term; Tenant’s Early Termination Right. Landlord and Tenant acknowledge that the Term is scheduled to expire on September 30, 2019. Notwithstanding anything to the contrary contained in the Lease, the Term is hereby extended for a period of one (1) year (the “Extension Term”), commencing on October 1, 2019 (the “Extension Term Commencement Date”) and ending on September 30, 2020, unless sooner terminated in accordance with the terms of the Lease.
2. Base Rent. Notwithstanding anything to the contrary contained in the Lease, in addition to all other amounts due and payable by Tenant in connection with the Lease, during the Extension Term, Tenant shall pay Base Rent in the amount of $117,134.81 per month.
3. Estoppel. Tenant and Landlord each hereby certifies and acknowledges that, as of the date of the mutual execution of this First Amendment, to such party’s actual knowledge, the other party is not in default in any respect under the Lease.
4. Brokers. Landlord and Tenant each hereby represents and warrants to the other that it has not entered into any agreement or taken any other action that might result in any obligation on the part of Landlord or Tenant to pay any brokerage commission, finder’s fee or other compensation with respect to this First Amendment, and each agrees to protect, defend, indemnify and hold the other harmless from and against any and all actions, claims, costs, damages, demands and expenses (including, without limitation, reasonable attorneys’ fees and costs and court costs) to the extent caused by any breach or inaccuracy of such representation and warranty made by such indemnifying party.
5. California Accessibility Disclosure. Pursuant to California Civil Code Section 1938(a), Landlord hereby discloses to Tenant that, as of the date of mutual execution of this First Amendment, the Premises have not undergone inspection by a Certified Access Specialist. As a result, Landlord hereby provides the following notice to Tenant as required by California Civil Code Section 1938(e): “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.”
6. Miscellaneous. Landlord and Tenant hereby ratify and confirm their respective rights and obligations under the Lease. Except as specifically herein amended, the Lease is and shall remain in full force and effect according to the terms thereof. In the event of any conflict between the terms of the Lease and the terms of this First Amendment, the terms of this First Amendment shall control. The headings to sections of this First Amendment are for convenient reference only and shall not be used in interpreting this First Amendment. This First Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Delivery of an electronically executed signature page hereof by electronic transmission (including, without limitation, via emailed .pdf or DocuSign) shall specifically be deemed as effective as delivery of a manually executed signature page hereof.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Landlord and Tenant have caused their duly authorized representatives to execute this First Amendment as of the date first above written.
“LANDLORD”:
AVENUE SCOTT, LLC,
a California limited liability company
a California limited liability company
By: /s/ Randy Snyder
Name: Randy Snyder
Its: Manager
By:
Name:
Its:
“TENANT”:
WESCO AIRCRAFT HARDWARE CORP.,
a California corporation
a California corporation
By: /s/ John Holland
Name: John Holland
Its: Executive Vice President
By:
Name:
Its:
1
FIRST AMENDMENT TO STANDARD INDUSTRIAL/COMMERCIAL
SINGLE-TENANT LEASE – NET
THIS FIRST AMENDMENT TO STANDARD INDUSTRIAL/ COMMERCIAL SINGLE-TENANT LEASE – NET dated as of June 24, 2019 (this “First Amendment”), is entered into by and between WATX PROPERTIES, LLC, a Texas limited liability company (“Landlord”), and WESCO AIRCRAFT HARDWARE CORP., a California corporation (“Tenant”), with reference to the following:
R E C I T A L S
WHEREAS, Landlord and Tenant entered into that certain Standard Industrial/Commercial Single-Tenant Lease – Net dated as of January 1, 2004 (as amended and otherwise modified, the “Lease”), for the lease of certain premises (the “Premises”) with an address of 6701 Will Rogers Boulevard, Fort Worth, Texas, 76140, as more particularly described in the Lease. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Lease. Unless the context clearly indicates otherwise, all references to the “Lease” in the Lease and in this First Amendment shall hereinafter be deemed to refer to the Lease, as amended hereby.
WHEREAS, Landlord and Tenant desire by this First Amendment to amend the Lease in order to extend the Term, and further amend, modify and supplement the Lease as set forth herein.
NOW, THEREFORE, in consideration of the foregoing Recitals (which are incorporated herein by this reference), for the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
A G R E E M E N T
1. Extension of Term; Tenant’s Early Termination Right. Landlord and Tenant acknowledge that the Term is scheduled to expire on June 30, 2019. Notwithstanding anything to the contrary contained in the Lease, the Term is hereby extended for a period of one (1) year (the “Extension Term”), commencing on July 1, 2019 (the “Extension Term Commencement Date”) and ending on June 30, 2020, unless sooner terminated in accordance with the terms of the Lease.
2. Base Rent. Notwithstanding anything to the contrary contained in the Lease, in addition to all other amounts due and payable by Tenant in connection with the Lease, during the Extension Term, Tenant shall pay Base Rent in the amount of $21,954.08 per month.
3. Estoppel. Tenant and Landlord each hereby certifies and acknowledges that, as of the date of the mutual execution of this First Amendment, to such party’s actual knowledge, the other party is not in default in any respect under the Lease.
4. Brokers. Landlord and Tenant each hereby represents and warrants to the other that it has not entered into any agreement or taken any other action that might result in any obligation on the part of Landlord or Tenant to pay any brokerage commission, finder’s fee or other compensation with respect to this First Amendment, and each agrees to protect, defend, indemnify and hold the other harmless from and against any and all actions, claims, costs, damages, demands and expenses (including, without limitation, reasonable attorneys’ fees and costs and court costs) to the extent caused by any breach or inaccuracy of such representation and warranty made by such indemnifying party.
5. Miscellaneous. Landlord and Tenant hereby ratify and confirm their respective rights and obligations under the Lease. Except as specifically herein amended, the Lease is and shall remain in full force and effect according to the terms thereof. In the event of any conflict between the terms of the Lease and the terms of this First Amendment, the terms of this First Amendment shall control. The headings to sections of this First Amendment are for convenient reference only and shall not be used in interpreting this First Amendment. This First Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Delivery of an electronically executed signature page hereof by electronic transmission (including, without limitation, via emailed .pdf or DocuSign) shall specifically be deemed as effective as delivery of a manually executed signature page hereof.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Landlord and Tenant have caused their duly authorized representatives to execute this First Amendment as of the date first above written.
“LANDLORD”:
WATX PROPERTIES, LLC,
a Texas limited liability company
a Texas limited liability company
By: /s/ Randy Snyder
Name: Randy Snyder
Its: Manager
By:
Name:
Its:
“TENANT”:
WESCO AIRCRAFT HARDWARE CORP.,
a California corporation
a California corporation
By: /s/ John Holland
Name: John Holland
Its: Executive Vice President
By:
Name:
Its:
1
Exhibit 31.1
MANAGEMENT CERTIFICATION
I, Todd S. Renehan, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Wesco Aircraft Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: | August 8, 2019 |
/s/ Todd S. Renehan | |
Name: Todd S. Renehan | |
Title: Chief Executive Officer | |
Exhibit 31.2
MANAGEMENT CERTIFICATION
I, Kerry A. Shiba, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Wesco Aircraft Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: | August 8, 2019 |
/s/ Kerry A. Shiba | |
Name: Kerry A. Shiba | |
Title: Executive Vice President and Chief Financial Officer | |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Wesco Aircraft Holdings, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Todd S. Renehan, Chief Executive Officer of the Company, and Kerry A. Shiba, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350 as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: | August 8, 2019 |
/s/ Todd S. Renehan | |
Name: Todd S. Renehan | |
Title: Chief Executive Officer | |
Dated: | August 8, 2019 |
/s/ Kerry A. Shiba | |
Name: Kerry A. Shiba | |
Title: Executive Vice President and Chief Financial Officer | |