10-Q 1 form10q.htm  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period from _____ to _____

000-53673
(Commission file No.)
NetREIT, Inc.
(Exact name of registrant as specified in its charter)

Maryland
33-0841255
(State or other jurisdiction of incorporation or organization
(I.R.S. employer identification no.)

1282 Pacific Oaks Place, Escondido, California 92029
(Address of principal executive offices)

(760) 471-8536
(Registrant's telephone number, including area code)

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 o.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files) Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer o
 
Accelerated filer o
 
Non-accelerated filer o
 
Smaller Reporting Company x
 
 
 
 
(Do not check if a smaller reporting company)
 
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x.

At November 14, 2014, registrant had issued and outstanding 16,764,578 shares of its common stock, no par value.

Index
 
Page
 
 
Part I. FINANCIAL INFORMATION:
 
 
 
Item 1. FINANCIAL STATEMENTS:
 
 
 
Condensed Consolidated Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013
3
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2014 and 2013 (unaudited)
4
Condensed Consolidated Statements of Stockholders' Equity for the Nine Months Ended September 30, 2014 (unaudited)
5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2014 and 2013 (unaudited)
6
Notes to Condensed Consolidated Financial Statements
7
 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
37
 
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk
58
 
 
Item 4. Controls and Procedures
58
 
 
Part II. OTHER INFORMATION
59
 
 
Item 1. Legal Proceedings
59
 
 
Item 1A. Risk Factors
59
 
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
59
 
 
Item 3. Defaults Upon Senior Securities
59
 
 
Item 4. Mine Safety Disclosures
59
 
 
Item 5. Other Information
59
 
 
Item 6. Exhibits
60
 
 
Signatures
62

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

NetREIT, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

 
  
September 30, 2014
    
December 31, 2013
  
 
  
(Unaudited)
    
 
ASSETS
  
   
 
Real estate assets and lease intangibles, net
  
$
162,278,907
    
$
159,455,162
  
Cash and cash equivalents
    
11,893,187
      
10,207,001
  
Restricted cash
    
10,133,661
      
1,355,277
  
Deferred leasing and finance costs, net
    
5,519,941
      
2,649,273
  
Other assets, net
    
8,518,599
      
7,578,669
  
 
                
TOTAL ASSETS
  
$
198,344,295
    
$
181,245,382
  
 
                
LIABILITIES AND EQUITY
                
Liabilities:
                
Mortgage notes payable
  
$
99,402,457
    
$
89,551,724
  
Accounts payable and accrued liabilities
    
6,802,071
      
4,585,120
  
Dividends payable
    
963,446
      
1,240,455
  
Series B mandatorily redeemable preferred stock, $0.01 par value, $1,000 liquidating preference, shares authorized: 40,000; 15,000 shares issued and outstanding at September 30, 2014 and no shares issued and outstanding at December 31, 2013
    
15,000,000
      
-
  
Total liabilities
    
122,167,974
      
95,377,299
  
 
                
Commitments and contingencies
                
 
                
Stockholders' equity:
                
Convertible series AA preferred stock, $0.01 par value, $25 liquidating preference, shares authorized: 1,000,000; no shares issued and outstanding shares at September 30, 2014 and December 31, 2013, respectively
    
-
      
-
  
Convertible series 6.3% preferred stock, $0.01 par value, $1,000 liquidating preference, shares authorized: 10,000; no shares issued and outstanding at September 30, 2014 and 1,649 shares issued and outstanding at  December 31, 2013
    
-
      
16
  
Common stock series A, $0.01 par value, shares authorized: 100,000,000; 16,574,768 and 16,473,674 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively
    
167,646
      
164,737
  
Additional paid-in capital
    
142,582,307
      
141,494,883
  
Dividends in excess of accumulated losses
    
(80,734,119
)
    
(71,226,974
)
Total NetREIT, Inc. stockholders' equity
    
62,015,834
      
70,432,662
  
Noncontrolling interests
    
14,160,487
      
15,435,421
  
Total equity
    
76,176,321
      
85,868,083
  
 
                
TOTAL LIABILITIES AND EQUITY
  
$
198,344,295
    
$
181,245,382
  

See notes to condensed consolidated financial statements

2
NetREIT, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
 
 
  
Three Months Ended September 30,
    
Nine Months Ended September 30,
  
 
  
2014
    
2013
    
2014
    
2013
  
 
  
   
   
   
 
Rental income
  
$
4,973,982
    
$
4,725,963
    
$
14,223,066
    
$
14,559,692
  
Fee and other income
    
111,137
      
63,404
      
333,763
      
255,540
  
 
    
5,085,119
      
4,789,367
      
14,556,829
      
14,815,232
  
 
                                
Costs and expenses:
                                
Rental operating costs
    
1,984,801
      
1,691,280
      
5,394,946
      
4,841,809
  
General and administrative
    
1,200,536
      
1,166,374
      
3,889,185
      
3,606,963
  
Depreciation and amortization
    
1,614,503
      
1,353,612
      
4,387,175
      
3,994,350
  
Total costs and expenses
    
4,799,840
      
4,211,266
      
13,671,306
      
12,443,122
  
 
                                
Income from operations
    
285,279
      
578,101
      
885,523
      
2,372,110
  
 
                                
Other income (expense):
                                
Interest expense - mortgage notes payable
    
(1,344,698
)
    
(1,247,604
)
    
(3,985,783
)
    
(3,800,959
)
Interest and amortization of issuance costs - Series B preferred stock
    
(353,014
)
    
-
      
(353,014
)
    
-
  
Interest and other income
    
15,418
      
16,609
      
75,577
      
108,304
  
Gain on sale of real estate
    
1,221,680
      
169,460
      
2,426,004
      
1,026,371
  
Gain on dissolution of partnership assets
    
-
      
-
      
302,831
      
-
  
Asset impairments
    
(950,000
)
    
(1,500,000
)
    
(950,000
)
    
(1,500,000
)
Total other expense, net
    
(1,410,614
)
    
(2,561,535
)
    
(2,484,385
)
    
(4,166,284
)
 
                                
Net loss before noncontrolling interests
    
(1,125,335
)
    
(1,983,434
)
    
(1,598,862
)
    
(1,794,174
)
 
                                
Income attributable to noncontrolling interests
    
726,222
      
327,550
      
1,709,127
      
875,264
  
 
                                
Net loss
  
$
(1,851,557
)
  
$
(2,310,984
)
  
$
(3,307,989
)
  
$
(2,669,438
)
 
                                
Loss per common share -
                                
Basic and diluted:
  
$
(0.11
)
  
$
(0.14
)
  
$
(0.20
)
  
$
(0.16
)
 
                                
Weighted average number of common shares outstanding - basic and diluted
    
16,745,003
      
16,210,755
      
16,768,211
      
16,186,962
  

See notes to condensed consolidated financial statements.

3
NetREIT, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders' Equity
Nine Months Ended September 30, 2014
(Unaudited)

 
  
Convertible
Series 6.3%
Preferred Stock
    
Series A
Common Stock
    
Additional
Paid-in
    
Dividends
In Excess of
Accumulated
    
Total
NetREIT, Inc.
Stockholders'
    
Non-controlling
      
 
  
Shares
    
Amount
    
Shares
    
Amount
    
Capital
    
Losses
    
Equity
    
Interests
    
Total
  
 
                                    
Balance, December 31, 2013
    
1,649
    
$
16
      
16,473,674
    
$
164,737
    
$
141,494,883
    
$
(71,226,974
)
  
$
70,432,662
    
$
15,435,421
    
$
85,868,083
  
Net (loss) income
    
-
      
-
      
-
      
-
      
-
      
(3,307,989
)
    
(3,307,989
)
    
1,709,127
      
(1,598,862
)
Dividends declared/reinvested
    
-
      
-
      
75,271
      
753
      
714,230
      
(1,680,427
)
    
(965,444
)
    
-
      
(965,444
)
Dividends paid
    
-
      
-
      
203,406
      
2,034
      
1,921,986
      
(4,518,729
)
    
(2,594,709
)
    
-
      
(2,594,709
)
Common stock issued - related party
    
-
      
-
      
39,806
      
398
      
312,394
      
-
      
312,792
      
-
      
312,792
  
Common stock repurchased - related party
    
-
      
-
      
(21,000
)
    
(210
)
    
(164,808
)
    
-
      
(165,018
)
    
-
      
(165,018
)
Common stock repurchased
    
-
      
-
      
(6,579
)
    
(66
)
    
(47,128
)
            
(47,194
)
    
-
      
(47,194
)
Convertible series 6.3% preferred stock redeemed
    
(1,649
)
    
(16
)
    
-
      
-
      
(1,649,250
)
    
-
      
(1,649,266
)
    
-
      
(1,649,266
)
Distributions paid to noncontrolling interests net of contributions received
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
(2,984,061
)
    
(2,984,061
)
Balance,  September 30, 2014
    
-
    
$
-
      
16,764,578
    
$
167,646
    
$
142,582,307
    
$
(80,734,119
)
  
$
62,015,834
    
$
14,160,487
    
$
76,176,321
  

See notes to condensed consolidated financial statements

4
NetREIT, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)

 
  
Nine Months Ended
    
Nine Months Ended
  
 
  
September 30, 2014
    
September 30, 2013
  
Cash flows from operating activities:
  
   
 
Net loss
  
$
(3,307,989
)
  
$
(2,669,438
)
Adjustments to reconcile net loss to net cash provided by operating activities:
                
Depreciation and amortization
    
4,628,732
      
4,057,956
  
Stock compensation
    
298,546
      
390,342
  
Gain on sale of real estate
    
(2,426,004
)
    
(1,026,371
)
Bad debt expense
    
95,790
      
49,908
  
Income attributable to noncontrolling interests
    
1,709,127
      
875,264
  
Other assets
    
146,347
      
(124,080
)
Accounts payable and accrued liabilities
    
1,918,405
      
83,560
  
Asset impairments
    
950,000
      
1,500,000
  
Net cash provided by operating activities
    
4,012,954
      
3,137,141
  
 
                
Cash flows from investing activities:
                
Real estate acquisitions
    
(17,509,525
)
    
(5,321,059
)
Building and tenant improvements
    
(1,978,375
)
    
(2,286,807
)
Gain on dissolution of partnership assets
    
(302,831
)
    
-
  
Deferred leasing costs
    
(336,632
)
    
(645,089
)
Proceeds received sale of real estate assets
    
13,397,427
      
8,450,159
  
Restricted cash
    
(8,778,384
)
    
(324,472
)
Net cash used in investing activities
    
(15,508,320
)
    
(127,268
)
 
                
Cash flows from financing activities:
                
Proceeds from mortgage notes payable
    
22,717,173
      
23,052,635
  
Repayment of mortgage notes payable
    
(12,866,440
)
    
(26,284,654
)
Proceeds from issuance of mandatorily redeemable preferred stock
    
15,000,000
      
-
  
Deferred financing costs related to issuance of mandatorily redeemable preferred stock
    
(2,724,252
)
    
-
  
Repurchase of common stock - related parties
    
(165,018
)
    
-
  
Repurchase of common stock
    
(47,194
)
    
(34,172
)
Debt issuance costs
    
(575,020
)
    
(349,743
)
Redemption of Series 6.3% preferred stock
    
(1,649,266
)
    
-
  
(Distributions paid) contributions received in excess of contributions received/(distributions paid) from/to noncontrolling interests
    
(2,671,269
)
    
1,997,829
  
Dividends paid
    
(3,837,162
)
    
(3,527,122
)
Net cash provided by (used in) financing activities
    
13,181,552
      
(5,145,227
)
 
                
Net increase (decrease) in cash and cash equivalents
    
1,686,186
      
(2,135,354
)
 
                
Cash and cash equivalents:
                
Beginning of period
    
10,207,001
      
10,746,536
  
 
                
 
                
End of period
  
$
11,893,187
    
$
8,611,182
  
 
                
Supplemental disclosure of cash flow information:
                
Interest paid - mortgage notes payable
  
$
3,936,607
    
$
3,857,943
  
Non-cash financing activities:
                
Conversion of partnership interests into common stock
  
$
165,018
    
$
333,269
  
Reinvestment of cash dividend
  
$
2,647,443
    
$
2,010,605
  
Accrual of dividends payable
  
$
963,446
    
$
1,204,753
  
Stock issued for purchase of NTR, Inc.
  
$
-
    
$
1,900,000
  

See notes to condensed consolidated financial statements

5
NetREIT, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
September 30, 2014

1. ORGANIZATION AND BASIS OF PRESENTATION

NetREIT (the "Company") was incorporated in the State of California on January 28, 1999 for the purpose of investing in real estate properties. Effective August 4, 2010, NetREIT, a California Corporation, merged into NetREIT, Inc., a Maryland Corporation with NetREIT, Inc. becoming the surviving Corporation. As a result of the merger, NetREIT is now incorporated in the State of Maryland. The Company qualifies and operates as a self-administered real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended, (the "Code") and commenced operations with capital provided by its private placement offering of its equity securities in 1999.

The Company invests in a diverse portfolio of real estate assets. The primary types of properties the Company invests in include office, retail, self-storage and residential properties located in the western United States. As of September 30, 2014, including properties held for sale, the Company owned or had an equity interest in twelve office buildings and one industrial building ("Office Properties") which total approximately 963,000 rentable square feet, four retail shopping centers ("Retail Properties") which total approximately 186,000 rentable square feet, seven self-storage facilities ("Self-Storage Properties") which total approximately 666,000 rentable square feet, and 55 Model Homes owned by four limited partnerships  ("Residential Properties").

Basis of Presentation. The accompanying condensed consolidated financial statements have been prepared by the Company's management in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Certain information and footnote disclosures required for annual consolidated financial statements have been condensed or excluded pursuant to rules and regulations of the SEC. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments of a normal and recurring nature that are considered necessary for a fair presentation of our financial position, results of our operations and cash flows as of and for the three and nine months ended September 30, 2014 and 2013, respectively. However, the results of operations for the interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013. The condensed consolidated balance sheet at year ended December 31, 2013 has been derived from the audited consolidated financial statements included in the Form 10-K filed with the Securities and Exchange Commission on March 31, 2014.

2. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation. The accompanying consolidated financial statements include the accounts of the Company and its direct and indirect wholly-owned subsidiaries and entities the Company controls or of which it is the primary beneficiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Federal Income Taxes. The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Code, for federal income tax purposes. To qualify as a REIT, the Company must distribute annually at least 90% of adjusted taxable income, as defined in the Code, to its stockholders and satisfy certain other organizational and operating requirements. As a REIT, no provision will be made for federal income taxes on income resulting from those sales of real estate investments which have or will be distributed to stockholders within the prescribed limits. However, taxes will be provided for those gains which are not anticipated to be distributed to stockholders unless such gains are deferred pursuant to Section 1031. In addition, the Company will be subject to a federal excise tax which equals 4% of the excess, if any, of 85% of the Company's ordinary income plus 95% of the Company's capital gain net income over cash distributions, as defined.

Earnings and profits that determine the taxability of distributions to stockholders differ from net income reported for financial reporting purposes due to differences in estimated useful lives and methods used to compute depreciation and the carrying value (basis) on the investments in properties for tax purposes, among other things. During the nine months ended September 30, 2014 and 2013, because of net losses, all distributions were considered return of capital to the stockholders and therefore non-taxable.

The Company believes that it has met all of the REIT distribution and technical requirements for the nine months ended September 30, 2014 and 2013, respectively.

The Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. Neither the Company nor its subsidiaries have been assessed interest or penalties for tax positions by any major tax jurisdictions.
 
6
Sales of Real Estate Assets.  Gains from the sale of real estate assets will not be recognized under the full accrual method by the Company until certain criteria are met. Gain or loss (the difference between the sales value and the cost of the real estate sold) shall be recognized at the date of sale if a sale has been consummated and the following criteria are met:

a. The buyer is independent of the seller;

b. Collection of the sales price is reasonably assured

c. The seller will not be required to support the operations of the property or its related obligations to an extent greater than its proportionate interest.

Gains relating to transactions which do not meet the criteria for full accrual method of accounting are deferred and recognized when the full accrual method of accounting criteria are met or by using the installment or deposit methods of profit recognition, as appropriate in the circumstances.

As of September 30, 2014, Management has concluded that there are 12 Model Home properties aggregating approximately $4.6 million which are considered as held for sale and are included in real estate assets. These homes have mortgage notes payable of approximately $2.3 million.

Impairment. The Company reviews the carrying value of each real estate property to determine if circumstances that indicate impairment in the carrying value of the investment exist or that depreciation periods should be modified. If circumstances support the possibility of impairment, the Company prepares a projection of the undiscounted future cash flows, without interest charges, of the specific property and determines if the investment in such property is recoverable. In the quarter ended September 30, 2014, the Company determined that there was an additional impairment charge on its Havana Parker property of $950,000. This impairment charge was determined in the course of ongoing loan modification negotiations with the lender. In the quarter ended September 30, 2013, the Company determined that an impairment existed on its Havana Parker property and recorded an asset impairment of $1.5 million.

Loss Per Common Share. Basic loss per common share ("Basic EPS") is computed by dividing net loss available to common stockholders (the "numerator") by the weighted average number of common shares outstanding (the "denominator") during the period. Diluted loss per common share ("Diluted EPS") is similar to the computation of Basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. In addition, in computing the dilutive effect of convertible securities, the numerator is adjusted to add back the after-tax amount of interest recognized in the period associated with any convertible debt. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net earnings per share.

The following is a reconciliation of the denominator of the basic loss per common share computation to the denominator of the diluted loss per common share computations, for the three and nine months ended September 30, 2014 and 2013:

 
Three Months Ended September 30,
  
Nine Months Ended September 30,
  
 
2014
  
2013
  
2014
  
2013
  
Adjusted weighted average shares used for diluted EPS
    
16,745,003
      
16,210,755
      
16,768,211
      
16,186,962
  

Weighted average shares from share based compensation, shares from conversion of NetREIT 01 LP Partnership, Casa Grande LP Partnership, NetREIT Palm Self-Storage LP Partnership, NetREIT Garden Gateway LP Partnership, NetREIT National City Partners LP Partnership and shares from stock purchase warrants with respect to a total of 1,356,093 shares of common stock for the three and nine months ended September 30, 2014 and 1,382,433 shares of common stock for the three and nine months ended September 30, 2013, were excluded from the computation of diluted earnings per share as their effect was anti-dilutive.

Fair Value Measurements. Certain assets and liabilities are required to be carried at fair value, including long-lived real estate assets that are deemed to be impaired. GAAP requires disclosure of fair values calculated under each level of inputs within the following hierarchy:

Level 1 
- Quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 
- Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.
Level 3 
- Unobservable inputs for the asset or liability.

Fair value is defined as the price at which an asset or liability is exchanged between market participants in an orderly transaction at the reporting date. The Company's cash equivalents, mortgage notes receivable, accounts receivable and payables and accrued liabilities all approximate fair value due to their short term nature. The Company has one Level 3 long lived impaired real estate asset with a fair value and carrying value of $2.3 million. The Company estimated the fair value for this impaired real estate asset based on the estimated sales price less any selling costs. Management believes that the recorded value of mortgage notes payable are approximate their fair value as of September 30, 2014 and December 31, 2013.
 
7
Use of Estimates. The preparation of financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include the allocation of purchase price paid for property acquisitions between land, building and intangible assets acquired including their useful lives; valuation of long-lived assets, and the allowance for doubtful accounts, which is based on an evaluation of the tenants' ability to pay and the provision for possible loan losses with respect to mortgages receivable and interest. Actual results may differ from those estimates.

Segments. The Company acquires and operates income producing properties including office properties, residential properties, retail properties and self-storage properties and, as a result, the Company operates in four business segments. See Note 8 "Segment Information".

Subsequent Events. Management has evaluated subsequent events through the date the accompanying financial statements are issued.

Reclassifications. Certain reclassifications have been made to prior condensed consolidated financial statements to conform to the current period presentation. These reclassifications had no effect on previously reported results of consolidated operations or equity.

Recently Issued Accounting Standards Updates. In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU No. 2014-08"). ASU No. 2014-08 limits discontinued operations reporting to disposals of components of an entity that represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when any of the following occurs: a) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; b) the component of an entity or group of components of an entity is disposed of by sale; and c) the component of an entity or group of components of an entity is disposed of other than by sale. ASU No. 2014-08 also requires additional disclosures about discontinued operations. ASU No. 2014-08 is effective for reporting periods beginning after December 15, 2014. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company early adopted ASU No. 2014-08 for the reporting period beginning January 1, 2014. As a result of the adoption of ASU No. 2014-08, results of operations for properties that are classified as held for sale in the ordinary course of business on or subsequent to January 1, 2014 will generally be included in continuing operations on the Company's consolidated statements of operations, to the extent such disposals did not meet the criteria for classification as a discontinued operation described above. Additionally, any gain or loss on sale of real estate that do not meet the criteria for classification as a discontinued operation will be presented, on the statements of operations, below income from continuing operations and income from discontinued operations.
 

8
3. REAL ESTATE ASSETS AND LEASE INTANGIBLES

A summary of the properties owned by the Company as of September 30, 2014 is as follows:

Property Name
Date
Acquired
Location
  
Square
Footage
  
Property
Description
  
Real estate
assets, net
(in thousands)
  
Havana/Parker Complex
June 2006
Aurora, Colorado
    
114,000
  
Office
  
$
2,329.6
  
Garden Gateway Plaza
March 2007
Colorado Springs, Colorado
    
115,052
  
Office
    
12,208.8
  
World Plaza
September 2007
San Bernardino, California
    
55,098
  
Retail
    
6,564.8
  
Regatta Square
October 2007
Denver, Colorado
    
5,983
  
Retail
    
1,907.3
  
Sparky's Palm Self-Storage
November 2007
Highland, California
    
60,865
  
Self-Storage
    
4,293.7
  
Sparky's Joshua Self-Storage
December 2007
Hesperia, California
    
151,000
  
Self-Storage
    
6,696.1
  
Executive Office Park
July 2008
Colorado Springs, Colorado
    
65,084
  
Office
    
8,296.1
  
Waterman Plaza
August 2008
San Bernardino, California
    
21,170
  
Retail
    
6,029.5
  
Pacific Oaks Plaza
September 2008
Escondido, California
    
16,000
  
Office
    
4,315.2
  
Morena Office Center
January 2009
San Diego, California
    
26,784
  
Office
    
5,514.2
  
Fontana Medical Plaza
February 2009
Fontana, California
    
10,500
  
Office
    
1,920.9
  
Rangewood Medical Office Building
March 2009
Colorado Springs, Colorado
    
18,222
  
Office
    
2,374.9
  
Sparky's Thousand Palms Self-Storage
August 2009
Thousand Palms, California
    
113,126
  
Self-Storage
    
5,401.4
  
Sparky's Hesperia East Self-Storage
December 2009
Hesperia, California
    
73,640
  
Self-Storage
    
2,385.5
  
Sparky's Rialto Self-Storage
May 2010
Rialto, California
    
101,359
  
Self-Storage
    
4,707.5
  
Genesis Plaza
August 2010
San Diego, California
    
57,685
  
Office
    
8,711.8
  
Dakota Bank Buildings
May 2011
Fargo, North Dakota
    
119,749
  
Office
    
10,064.0
  
Yucca Valley Retail Center
September 2011
Yucca Valley, California
    
103,596
  
Retail
    
7,283.8
  
Sparky's Sunrise Self-Storage
December 2011
Hesperia, California
    
93,851
  
Self-Storage
    
2,149.1
  
Port of San Diego Complex
December 2011
San Diego, California
    
146,700
  
Industrial
    
13,893.5
  
Shoreline Medical Building
May 2012
Half Moon Bay, California
    
15,335
  
Office
    
6,028.2
  
The Presidio
November 2012
Colorado Springs, Colorado
    
80,800
  
Office
    
6,752.9
  
Sparky's Lancaster
May 2013
Lancaster, CA
    
71,000
  
Self-Storage
    
3,626.5
  
Bismarck
April 2014
Bismarck, ND
    
93,000
  
Office
    
5,082.7
  
Union Terrace
August 2014
Lakewood, CO
    
84,000
  
Office
    
9,261.5
  
 NetREIT, Inc. properties
                
147,799.5
  
                     
   
Model Homes
          
Model Home properties held in limited partnerships
Various in 2009-2014
CA, AZ, WA, TX, SC, NC and NJ
    
41
  
Residential
    
10,390.1
  
Model Home properties held in income and investment funds
Various in 2010-2014
CA, AZ, TX, SC, PA, NJ
    
14
  
Residential
    
4,089.3
  
 Model Home properties
      
55
      
14,479.4
  
                     
   Total real estate assets and lease intangibles, net
  
$
162,278.9
  
 
9
The following table sets forth the components of the Company's real estate assets:

 
September 30, 2014
    
December 31, 2013
  
Land
  
$
42,758,064
    
$
41,882,217
  
Buildings and other
    
128,861,514
      
128,085,648
  
Tenant improvements
    
10,740,256
      
7,344,151
  
Lease intangibles
    
5,595,554
      
4,569,854
  
   
187,955,388
      
181,881,870
  
Less:
                
Accumulated depreciation and amortization
    
(25,676,481
)
    
(22,426,708
)
Real estate assets, net
  
$
162,278,907
    
$
159,455,162
  

Operations from each property are included in the Company's condensed consolidated financial statements from the date of acquisition.

Recent Acquisitions

In August 2014, the Company acquired The Union Terrace Office building for the purchase price of approximately $9.4 million plus closing costs. The Property is a four-story office building with approximately 84,000 rentable square feet located in Lakewood, Colorado. The Company acquired the property with a cash payment of approximately $2.8 million and an interest only fixed rate mortgage note $6.6 million that bears interest 4.5% per annum and is due in August 2024.

In August 2014, the Company, through certain subsidiaries, acquired three Model Home properties in Arizona and leased them back to the home builder. The purchase price for the properties was $1.0 million. The purchase price paid was through a cash payment of $0.4 million and a promissory note $0.6 million.

In April 2014, the Company acquired The Bismarck Office Building for the purchase price of approximately $5.4 million plus closing costs. The property is a six-story office building with of approximately 93,000 rentable square feet located in Bismarck, North Dakota. The Company acquired the property with cash of approximately $2.2 million and a $3.2 million fixed rate mortgage note that bears interest at 6.12% per annum and is due in October 2016.

In February 2014, the Company, through certain subsidiaries, acquired six Model Home properties in Pennsylvania and leased them back to the home builder. The purchase price for the properties was $1.8 million. The purchase price paid was through a cash payment of $0.7 million and a promissory note $1.1 million.

The Company disposed of the following properties in the nine months ended September 30, 2014:

During the nine months ended September 30, 2014, NetREIT Dubose and the other Model Home entities disposed of thirty-two model home properties. The sales price, net of selling costs, aggregated approximately $13.5 million and approximately $5.6 million in mortgage notes payable were retired in connection with these sales. The Company recognized a gain of approximately $2.4 million related to the sale of these Model Homes.

The Company allocated the purchase price of the properties acquired during the nine months ended September 30, 2014 as follows:

 
  
Land
    
Buildings and other
    
Tenant Improvements
    
In-place Leases
    
Leasing Costs
    
Total Purchase Price
  
Model Home Properties
  
$
371,300
    
$
1,410,000
    
$
-
    
$
-
    
$
-
    
$
1,781,300
  
 
                                                
Bismarck Office Building
    
413,000
    
$
4,233,700
    
$
474,400
    
$
164,300
    
$
64,600
    
$
5,350,000
  
 
                                                
Union Terrace
  
$
1,717,000
    
$
5,267,900
    
$
1,643,300
    
$
370,100
    
$
426,700
    
$
9,425,000
  
 
10
Lease Intangibles

The following table summarizes the net value of other intangible assets and the accumulated amortization for each class of intangible asset:

 
September 30, 2014
    
December 31, 2013
  
 
Lease intangibles
    
Accumulated amortization
    
Lease intangibles net
    
Lease intangibles
    
Accumulated amortization
    
Lease intangibles net
  
In-place leases
  
$
2,549,859
    
$
(1,737,418
)
  
$
812,441
    
$
2,015,459
    
$
(1,493,808
)
  
$
521,651
  
Leasing costs
    
1,940,285
      
(1,149,492
)
    
790,793
      
1,448,985
      
(999,444
)
    
449,541
  
Tenant relationships
    
332,721
      
(332,721
)
    
-
      
332,721
      
(332,721
)
    
-
  
Below-market leases
    
(841,425
)
    
86,499
      
(754,926
)
    
(841,425
)
    
65,463
      
(775,962
)
Above-market leases
    
1,614,114
      
(1,156,745
)
    
457,369
      
1,614,114
      
(1,018,516
)
    
595,598
  
 
$
5,595,554
    
$
(4,289,877
)
  
$
1,305,677
    
$
4,569,854
    
$
(3,779,026
)
  
$
790,828
  

As of September 30, 2014, the estimated aggregate net amortization expense for each of the five succeeding fiscal years and thereafter is as follows:

 
Estimated Aggregate Net Amortization Expense
  
Three months remaining in 2014
  
$
212,224
  
2015 
    
611,168
  
2016 
    
250,315
  
2017 
    
130,380
  
2018 
    
81,797
  
Thereafter
    
19,793
  
 
$
1,305,677
  

The weighted average amortization period for the intangible assets, in-place leases, leasing costs, tenant relationships and below-market leases acquired as of September 30, 2014 was approximately 16.0 years.
 

11
4. MORTGAGE NOTES PAYABLE

Mortgage notes payable as of September 30, 2014 and December 31, 2013 consisted of the following:

Property Securing Mortgage Note
Location
  
Monthly Payment
    
Interest Rate
  
Maturity Date
  
September 30, 2014
    
December 31, 2013
  
Havana/Parker Complex (1)
Aurora, Colorado
  
$
24,330
      
6.51
%
July 1, 2016
  
$
3,098,780
    
$
3,098,780
  
Garden Gateway Plaza
Colorado Springs, Colorado
    
42,383
      
5.00
%
February 5, 2020
    
7,003,156
      
7,119,544
  
Waterman Plaza
San Bernardino, California
    
25,995
      
6.50
%
September 1, 2015
    
3,391,155
      
3,457,973
  
Sparky's Palms Self-Storage
Thousand Palms, California
    
28,865
    
Variable rate ranging from 5.5% to 10.5%, currently 5.5%
  
March 1, 2034
    
4,127,864
      
4,215,349
  
Sparky's Hesperia East Self-Storage
Hesperia, California
    
5,171
    
Variable rate, currently 4.75%
  
December 18, 2022
    
835,950
      
890,774
  
Sparky's Rialto Self-Storage
Rialto, California
    
19,323
      
4.75
%
May 15, 2023
    
2,130,979
      
2,166,791
  
Genesis Plaza
San Diego, California
    
28,219
      
4.65
%
September 1, 2015
    
4,523,780
      
4,618,147
  
Executive Office Park
Colorado Springs, Colorado
    
26,962
      
5.79
%
July 1, 2025
    
4,396,657
      
4,447,699
  
Dakota Center
Fargo, North Dakota
    
36,031
      
4.74
%
May 31, 2016
    
11,033,087
      
5,417,950
  
Yucca Valley Retail Center
Yucca Valley, California
    
23,919
      
5.62
%
April 11, 2015
    
3,011,523
      
3,095,974
  
Rangewood Medical Office Building
Colorado Springs, Colorado
    
9,858
      
4.95
%
January 1, 2019
    
1,108,586
      
1,155,305
  
Regatta Square
Denver, Colorado
    
7,562
      
4.95
%
January 1, 2019
    
1,222,266
      
1,244,615
  
Port of San Diego Complex
San Diego, California
    
61,573
      
4.75
%
March 5, 2020
    
10,429,338
      
10,608,385
  
Morena Office Center
San Diego, California
    
13,896
      
4.50
%
June 1, 2021
    
2,366,704
      
2,411,282
  
Pacific Oaks Plaza
Escondido, California
    
9,450
      
4.50
%
June 1, 2021
    
1,609,338
      
1,639,658
  
Shoreline Medical Office Building
Half Moon Bay, California
    
26,043
      
5.10
%
June 1, 2022
    
3,875,133
      
3,959,914
  
Sparky's Palm, Joshua and Sunrise Self-Storage
Highland, Hesperia and Thousand Palms, California, respectively
    
42,788
      
4.70
%
December 6, 2022
    
8,018,686
      
8,116,028
  
The Presidio
Colorado Springs, Colorado
    
36,701
      
5.60
%
January 6, 2015
    
5,393,008
      
5,492,375
  
Sparky's Lancaster Self-Storage
Lancaster, California
    
13,200
      
5.00
%
June 1, 2020
    
1,919,652
      
1,965,504
  
Fontana Medical Plaza
Fontana, California
    
11,479
      
4.75
%
August 28, 2019
    
1,954,607
      
1,990,880
  
Bismarck Office Building
Bismarck, North Dakota
    
42,735
      
6.12
%
October 1, 2016
    
3,337,405
      
-
  
Union Terrace
Lakewood, Colorado
    
33,441
      
4.50
%
August 5, 2024
    
6,600,000
      
-
  
Subtotal, NetREIT, Inc. properties
 
                
 
    
91,387,654
      
77,112,927
  
 
 
                
 
                
2 Model Homes (2)
CA
    
5,062
      
5.50
%
February 10, 2014
    
329,840
      
1,222,266
  
3 Model Homes
TX
    
2,799
      
5.75
%
December 15, 2015
    
278,314
      
778,823
  
7 Model Homes
TX, NC
    
6,016
      
5.75
%
December 15, 2015
    
-
      
639,007
  
6 Model Homes
TX, NC
    
5,012
      
5.87
%
April 15, 2017 to June 15, 2017
    
508,917
      
3,212,444
  
8 Model Homes
AZ, CA, NJ
    
13,758
      
5.48
%
December 15, 2017
    
1,505,683
      
1,777,808
  
10 Model Homes
PA, TX
    
14,561
      
5.08
%
December 15, 2017
    
1,411,063
      
1,343,658
  
7 Model Homes
TX
    
8,047
      
5.00
%
January 15, 2018 to December 15, 2018
    
934,187
      
593,505
  
7 Model Homes
TX
    
9,204
    
5.50% to 5.84%
  
June 30, 2014 to January 15, 2018
    
671,238
      
2,871,286
  
8 Model Homes
AZ, CA, NJ, TX
    
13,181
    
5.07% to 5.13%
  
December 15, 2017 to July 15, 2018
    
1,375,537
      
-
  
2 Model Homes
PA , TX
    
2,048
      
5.50
%
February 13, 2019
    
277,096
      
-
  
2 Model Homes
PA
    
2,445
      
5.13
%
August 15, 2019
    
722,928
      
-
  
Subtotal, Model Home properties
 
                
 
    
8,014,803
      
12,438,797
  
 
 
                
 
                
 
 
                
 
   $
99,402,457
     $
89,551,724
  

1.
In the quarter ended September 30, 2014, the Company determined that an additional impairment existed on its Havana Parker property and recorded an asset impairment of $950,000. At September 30, 2014, the book value of the property was $2.3 million and the property was encumbered with a CMBS loan with a balance of $3.1 million and a maturity date of July 1, 2016. The Company commenced paying the net cash flow from the property in order to get the loan assigned to the proper Servicing Agent qualified to negotiate a modification of the loan. The net cash flow is substantially less than the monthly payment due. The Company has made reduced mortgage payments for the previous eleven (11) mortgage payments. In May 2013, months before the decision to pay only the net cash flow generated by the Property, the Company engaged a third party consultant with experience in modification of CMBS loans to have the terms of the loan modified by the lender on the property. Negotiations with the lender are currently ongoing. However, on March 4, 2014, the Company received a notice of foreclosure from the lender stating that the covenants of the deed of trust have been violated for failure to pay principal and interest when due together with all other payments provided for in the evidence of debt secured by the deed of trust and other violations. The date of any foreclosure sale has been extended while negotiations are underway. We expect that the debt balance will be reduced, the interest rate will be reduced significantly and an option to extend the maturity date of the loan for an addition year. We also expect we will be required to bring the unpaid accrued interest payments current. We have evaluated the potential loss contingency in accordance with generally accepted accounting principles and concluded that it is not likely at this time that the Company will experience further losses. However, if the negotiations are not successful, the Lender may move forward with the court action and foreclose on the property. The loan on the Havana Parker property is non-recourse. Except as noted above, the Company is in compliance with all conditions and covenants of its mortgage notes payable. The Company has evaluated the potential loss contingency in accordance with generally accepted accounting principles and concluded that it is not likely at this time that the Company will experience further losses. However, if the negotiations are not successful, the Lender may move forward with the court action and foreclose on the property. The loan on the Havana Parker property is non-recourse. Except as noted above, the Company is in compliance with all conditions and covenants of its mortgage notes payable.

2.
The Company is working with the lender to extend the maturity date of this loan. The Company anticipates that the lender will extend the due date of these loans until such time as the model home securing the loan is sold.
 

12
From the time that the Company commenced paying only net cash flow, scheduled payments through September 30, 2014 totalled approximately $402,000 and the Company paid approximately $48,000. The Company has accrued all interest and late charges due under the loan through September 30, 2014.

Scheduled principal payments of mortgage notes payable as of September 30, 2014 are as follows:

Years Ending:
  
NetREIT, Inc.
Principal Payments
    
Model Home Properties
Principal Payments
    
Scheduled
Principal Payments
  
Three months remaining in 2014
  
$
581,439
    
$
116,919
    
$
698,358
  
2015
    
17,790,064
      
598,224
      
18,388,288
  
2016 
    
7,641,113
      
1,092,316
      
8,733,429
  
2017 
    
1,554,170
      
1,682,409
      
3,236,579
  
2018 
    
5,670,276
      
2,395,120
      
8,065,396
  
Thereafter
    
58,150,592
      
2,129,815
      
60,280,407
  
Total
  
$
91,387,654
    
$
8,014,803
    
$
99,402,457
  

5. SERIES B PREFERRED STOCK

In August 2014, the Company closed on a private placement transaction of up to $40 million. The investment will be made in a series of capital contributions to be used for investor approved property acquisitions. The initial investment of $15 million dollars was made at the close of the transaction and an additional investment of $25 million dollars will be made on or before the one year anniversary of the initial investment.  The Company issued 15,000 shares of its Series B Preferred Stock at the close of the transaction in exchange for the $15 million investment. The Series B preferred stock has a $0.01 par value and a $1,000 liquidation preference. The Series B preferred stock shall be redeemed through a cash payment of the face value of the shares outstanding at redemption. The preferred return on the funds invested is 14% (10% shall be paid on a monthly basis and the remaining 4% shall accrue and compound monthly payable at the redemption date). The preferred stock must be redeemed by the third anniversary closing date; however, the Company shall have the right to extend a redemption for up to two additional years. The Company has classified the Series B Preferred Stock as long-term debt because of the mandatory redemption feature.

The Company incurred approximately $2.7 million in legal and underwriting costs. These costs have been capitalized and will be amortized to interest and amortization of issuance costs - Series B preferred stock over the three year term of the agreement.

Certain specified management decisions must be approved in advance by the Series B Preferred Investor.  In addition, upon the occurrence of an Event of Default, as defined in the Investor Agreement, the Investor has certain rights including the resignation of any or all of the existing members of the Board of Directors and electing a majority of the Board of Directors.
 

13
6. RELATED PARTY TRANSACTIONS

Through January 31, 2013, the Company had a property management agreement with CHG Properties, Inc. ("CHG") to manage all of its properties at rates up to 5% of gross income. The Company paid CHG total management fees of approximately $113,000 in the quarter ended March 31, 2013.

During the term of the property management agreement, the Company had an option to acquire the business conducted by CHG. The option was exercisable, with the approval of a majority of the Company's directors not otherwise interested in the transaction, without any consent of the property manager, its board or its shareholders. The option price to be paid in shares of the Company was determined by a predefined formula based on the net income of CHG during the 6-month period immediately preceding the month in which the acquisition notice is delivered. In January 2013, the Company completed the purchase CHG.

The Company leases a portion of its corporate headquarters at Pacific Oaks Plaza in Escondido, California to an entity 100% owned by the Company's Chairman and Chief Executive Officer and another related party. Total rents charged and paid by these affiliates was approximately $12,000 and $43,000 for the nine months ended September 30, 2014 and 2013, respectively.

In January 2014, the former limited partner of NetREIT 01, LP, a consolidated subsidiary of the Company (the "Partnership") that owns the Presidio, exercised its option to convert approximately 52.8% of its ownership interests in the Partnership in exchange for approximately 21,000 shares of Company common stock. After conversion, our interest in the Partnership increased to approximately 89%. In January 2014, the Company agreed to purchase all of these shares from the limited partner at a price per share that was determined when the Partnership was formed, which, adjusted for stock dividends, was $7.858 per share. The stock purchase transaction was subjected to the Company's related party transaction policy which requires a review of the transaction by the uninterested parties of the Audit Committee and a subsequent vote by the Company's Board of Directors and was formally approved in December 2013.

Effective April 1, 2014, the former limited partner elected to convert all remaining interests in the Partnership in exchange for 18,807 shares of Company common stock. The Company will buy these shares back in January 2015 for an aggregate purchase price of approximately $147,800.

The limited partner of NetREIT 01, LP is the Allen Trust DTD 7-9-1999. William H. Allen, a Director of the Company and Chairman of the Audit Committee, is a beneficiary and a trustee of the trust. The Partnership was formed approximately one year before Mr. Allen became a Board Member.

7. STOCKHOLDERS' EQUITY

Share-Based Incentive Plan. An incentive award plan has been established for the purpose of attracting and retaining officers, key employees and non-employee board members. The Compensation Committee of the Board of Directors adopted a Restricted Stock plan ("Restricted Stock") in December 2006 and granted nonvested shares of restricted common stock effective January 1 since the year of adoption. The nonvested shares have voting rights and are eligible for any dividends paid to common shares. The share awards vest in equal annual installments over a three to five year period from date of issuance. The Company recognized compensation cost for these fixed awards over the service vesting period, which represents the requisite service period, using the straight-line attribution expense method.

The value of the nonvested shares was calculated based on the offering price of the shares in the most recent private placement offering of $10 adjusted for stock dividends since granted and assumed selling costs. The value of granted nonvested restricted stock issued during the nine months ended September 30, 2014 totalled approximately $680,000 which is calculated using the most recent private placement offering of $10 adjusted for estimated selling costs. The value of granted nonvested restricted stock issued during the nine months ended September 30, 2013 totalled approximately $637,000. Compensation expense recorded was approximately $299,000 and $390,000 in the nine months ended September 30, 2014 and 2013, respectively. The 153,056 nonvested restricted shares as of September 30, 2014 will vest in equal installments over the next two to eight years.
 

14
A table of non-vested restricted shares granted and vested since December 31, 2013 is as follows:

Balance, December 31, 2013
    
80,495
  
Granted
    
81,605
  
Cancelled
    
(9,044
)
Balance,  September 30, 2014
    
153,056
  

Cash Dividends - Common Stock. During the nine months ended September 30, 2014 and 2013, the Company paid cash dividends, net of reinvested stock dividends, of $3,830,000, and $3,345,000, respectively, or at an annualized rate $0.543 per share on an annualized basis.  As the Company reported net losses in both of these periods, and on a cumulative basis, these cash dividends represent a return of capital to the stockholders rather than a distribution of earnings. The Company paid cash dividends on the Convertible Series 6.3% Preferred Stock of approximately $77,000 in the nine months ended September 30, 2014 and 2013. The dividends were paid to a subsidiary that is consolidated into the condensed consolidated financial statements of the Company and, as a result, have been eliminated in consolidation.

Convertible series 6.3% preferred stock. The convertible series 6.3% preferred stock was redeemed at its $1.6 million face value in August 2014.

Dividend Reinvestment Plan. The Company has adopted a distribution reinvestment plan that allows stockholders to have dividends and other distributions otherwise distributable to them invested in additional shares of Company common stock. The Company has registered 1,500,000 shares of common stock pursuant to the dividend reinvestment plan. The dividend reinvestment plan became effective on January 23, 2012 just after the close of our private placement offering discussed above. The purchase price per share is 95% of the price the Company was formerly selling its shares for $9.50 per share. No sales commission or dealer manager fee will be paid on shares sold through the dividend reinvestment plan. The Company may amend, suspend or terminate the Plan at any time. Any such amendment, suspension or termination will be effective upon a designated dividend record date and notice of such amendment, suspension or termination will be sent to all Participants at least thirty (30) days prior to such record date. As of the date of the last evaluation, December 31, 2013, the second year under the plan, approximately $7.9 million, or approximately 836,000 shares of common stock were issued under the dividend reinvestment plan.

8. SEGMENTS

The Company's reportable segments consist of the four types of commercial real estate properties for which the Company's decision-makers internally evaluate operating performance and financial results: Residential Properties, Industrial and Office Properties, Retail Properties and Self-Storage Properties; The Company also has certain corporate level activities including accounting, finance, legal administration and management information systems which are not considered separate operating segments.

The Company's chief operating decision maker evaluates the performance of its segments based upon net operating income. Net operating income is defined as operating revenues (rental income, tenant reimbursements and other property income) less property and related expenses (property expenses, real estate taxes, ground leases and provisions for bad debts) and excludes other non-property income and expenses, interest expense, depreciation and amortization, and general and administrative expenses. The accounting policies of the reportable segments are the same as those described in the Company's significant accounting policies. There is no intersegment activity.
 

15
The following tables reconcile the Company's segment activity to its results of operations and financial position as of September 30, 2014 and December 31, 2013 and for the three and nine months ended September 30, 2014 and 2013, respectively.

 
  
Three Months Ended September 30,
    
Nine Months Ended September 30,
  
 
  
2014
    
2013
    
2014
    
2013
  
Industrial/Office Properties:
  
   
   
   
 
Rental income
  
$
3,122,423
    
$
2,638,194
    
$
8,368,703
    
$
7,848,551
  
Property and related expenses
    
1,277,080
      
963,919
      
3,418,279
      
2,764,489
  
Net operating income, as defined
    
1,845,343
      
1,674,275
      
4,950,424
      
5,084,062
  
 
                                
Residential Properties:
                                
Rental income
    
479,400
      
696,922
      
1,723,462
      
2,327,340
  
Property and related expenses
    
18,212
      
25,722
      
63,055
      
178,556
  
Net operating income, as defined
    
461,188
      
671,200
      
1,660,407
      
2,148,784
  
 
                                
Retail Properties:
                                
Rental income
    
649,649
      
614,979
      
1,921,338
      
2,255,351
  
Property and related expenses
    
228,010
      
234,942
      
657,814
      
622,246
  
Net operating income, as defined
    
421,639
      
380,037
      
1,263,524
      
1,633,105
  
 
                                
Self-Storage Properties:
                                
Rental income
    
833,648
      
839,272
      
2,543,326
      
2,383,990
  
Property and related expenses
    
461,503
      
466,697
      
1,255,798
      
1,276,518
  
Net operating income, as defined
    
372,145
      
372,575
      
1,287,528
      
1,107,472
  

Reconciliation to Net Loss Available to Common Shareholders:
  
   
   
   
 
Total net operating income, as defined, for reportable segments
  
$
3,100,318
    
$
3,098,087
    
$
9,161,883
    
$
9,973,423
  
Unallocated other income:
                                
Interest and other income
    
15,418
      
16,609
      
75,577
      
108,304
  
Gain on sale of real estate
    
1,221,680
      
169,460
      
2,426,004
      
1,026,371
  
Gain on dissolution of partnership assets
    
-
      
-
      
302,831
      
-
  
General and administrative expenses
    
1,200,536
      
1,166,374
      
3,889,185
      
3,606,963
  
Interest expense - mortgage notes payable
    
1,344,698
      
1,247,604
      
3,985,783
      
3,800,959
  
Interest and amortization of issuance costs - Series B preferred stock
    
353,014
      
-
      
353,014
      
-
  
Depreciation and amortization
    
1,614,503
      
1,353,612
      
4,387,175
      
3,994,350
  
Asset impairments
    
950,000
      
1,500,000
      
950,000
      
1,500,000
  
Net loss before noncontrolling interests
    
(1,125,335
)
    
(1,983,434
)
    
(1,598,862
)
    
(1,794,174
)
Income attributable to noncontrolling interests
    
726,222
      
327,550
      
1,709,127
      
875,264
  
Net loss
  
$
(1,851,557
)
  
$
(2,310,984
)
  
$
(3,307,989
)
  
$
(2,669,438
)

16

 
 
September 30, 2014
    
December 31, 2013
  
Assets:
        
Industrial/Office Properties:
        
Land, buildings and improvements, net (1)
  
$
96,745,749
    
$
84,458,209
  
Total assets (2)
    
102,289,988
      
89,813,764
  
               
Residential Properties:
                
Land, buildings and improvements, net (1)
    
14,480,114
      
23,093,296
  
Total assets (2)
    
21,400,286
      
25,434,100
  
               
Retail Properties:
                
Land, buildings and improvements, net (1)
    
21,785,362
      
21,931,330
  
Total assets (2)
    
23,046,831
      
23,354,122
  
               
Self-Storage Properties:
                
Land, buildings and improvements, net (1)
    
29,267,682
      
29,972,327
  
Total assets (2)
    
30,040,789
      
31,028,008
  
               
Reconciliation to Total Assets:
                
Total assets for reportable segments
    
176,777,894
      
169,629,994
  
Other unallocated assets:
                
   Cash and cash equivalents
    
11,893,187
      
10,207,001
  
   Other assets, net
    
9,673,214
      
1,408,387
  
     Total Assets
  
$
198,344,295
    
$
181,245,382
  
____________
(1)            Includes lease intangibles and the land purchase option related to property acquisitions.
(2)            Includes land, buildings and improvements, current receivables, deferred rent receivables and deferred leasing costs and other related intangible assets, all shown on a net basis.
 

17
 
Nine Months Ended September 30,
  
 
2014
    
2013
  
Capital Expenditures:(1)
        
Industrial/Office Properties:
        
Acquisition of operating property
  
$
14,763,625
    
$
-
  
Capital expenditures and tenant improvements
    
1,506,010
      
2,219,666
  
               
Residential Property:
                
Acquisition of operating properties
    
2,745,900
      
1,671,059
  
               
Retail Properties:
                
Capital expenditures and tenant improvements
    
402,799
      
45,000
  
               
Self-Storage Properties:
                
Acquisition of operating properties
    
-
      
3,650,000
  
Capital expenditures and tenant improvements
    
69,560
      
22,141
  
               
Acquisition of operating properties
    
17,509,525
      
5,321,059
  
Capital expenditures and tenant improvements
    
1,978,375
      
2,286,807
  
Total real estate investments
  
$
19,487,900
    
$
7,607,866
  
____________
(1) Total consolidated capital expenditures are equal to the same amounts disclosed for total reportable segments.

9. SUBSEQUENT EVENTS

The Company has entered into purchase and sale agreements for two properties in Colorado Springs, Colorado. The first property is a retail center of approximately 44,000 square feet with a purchase price of $11.3 million. The other property is an office building that is approximately 110,000 square feet with a purchase price of $15.5 million. The Company expects to complete these two acquisitions before December 31, 2014.

18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW AND RECENT DEVELOPMENTS

Growth in Assets. Our portfolio of real estate consists of commercial office, industrial, self-storage and retail located primarily in the western United States.  In addition we manage and own a portion of a portfolio of model homes that are leased back to the residential home developers on a NNN basis.   During the last five years our investment portfolio has increased by 217% to approximately $189 million at September 30, 2014 from $85 million at September 30, 2009. The primary source of funds for the growth in the portfolio during these five years was attributable to the issuance and dividend reinvestments of equity securities of approximately $71 million, pursuant to private offerings and from proceeds from mortgage notes payable.

Our growth of the investment portfolio during the year 2013 and the nine months ended September 30, 2014 was slow as our acquisitions were offset by model home sales.  During that eighteen month period we acquired one self-storage facility, two office building and 23 model homes but sold 65 model homes as the leases expired.  The growth was slow during 2013 in the commercial area as we were participating in lengthy negotiations to acquire a package of approximately 12 office buildings that would have required all of our cash balances plus some additional cash through either debt or equity. Through the extended due diligence period, the Company did not entertain any other acquisitions.   In November 2013, we entered into escrow for an office building in Bismarck, North Dakota and completed the purchase in May 2014.   Our growth in model home acquisitions was hampered by our turning away business from one large developer in early 2013 as the acquisition would have resulted in a large concentration with that developer exposing the Company to risks that it did not feel safe to do. In addition, also since early 2013, another one of our large developers started the process of spinning off its homebuilder subsidiaries. Once spun-off these homebuilding companies were going to merge into one large homebuilder. This activity resulted in this developer ceasing to do sale-leaseback financings until the merger is consummated that is expected in late-year 2014.  If this new homebuilder decides to get back into financing arrangements similar to our sale-leaseback product the result should be large increase in our portfolio of Model Homes.

During 2014, we acquired one office building in Bismarck, ND for approximately $5.4 million and one office building in Lakewood, CO for $9.4 million. We currently have two office buildings in escrow for $26.3 million that will close before the year end. We intend to substantially increase our real estate asset portfolio in 2015.

We intend to be active in acquiring additional model homes in the foreseeable future.  We believe that over the next few years we will have excellent opportunities as we have extensive relationships with homebuilders gearing up their development of residential homes if the rebound in the economy continues. The increase in acquisitions of model homes by these entities will increase revenue to our advisor subsidiaries in the future and should generate additional net operating income from our real estate investments.

Operating Portfolio

The Company invests in a diverse portfolio of real estate assets. The primary types of properties the Company invests in include office, retail, self-storage and NNN leased residential properties primarily located in the western United States. As of September 30, 2014, including properties held for sale, the Company owned or had an equity interest in twelve office buildings and one industrial building ("Office Properties") which total approximately 963,000 rentable square feet, four retail shopping centers ("Retail Properties") which total approximately 186,000 rentable square feet, seven self-storage facilities ("Self-Storage Properties") which total approximately 666,000 rentable square feet, and 55 Model Homes owned by four limited partnerships  ("Residential Properties").

NetREIT's office/industrial, retail and self-storage properties are located primarily in Southern California and Colorado, with two office buildings located in North Dakota. Our Model Home properties are located in eight states. We do not develop properties but acquire properties that are stabilized or that we anticipate will be stabilized within two to three years of acquisition. We consider a property to be stabilized once it has achieved an 80% occupancy rate for a full year as of January 1 of such year, or has been operating for three years. Our geographical clustering of assets, especially in the self-storage segment, enables us to reduce our operating costs through economies of scale by servicing a number of properties with less staff, but it also makes us more susceptible to changing market conditions in these discrete geographic areas.
 

19
Most of our office/industrial and retail properties are leased to a variety of tenants ranging from small businesses to large public companies, most of which do not have publicly rated debt. We have in the past entered into, and intend to enter into in the future, purchase agreements for real estate having net leases that require the tenant to pay all of the operating expense (Net, Net, Net Leases) or pay increases in operating expenses over s specific base year of the property acquired.

Most of our office leases are for terms of 3 to 5 years with annual rental increases built into such leases. In general, we have experienced decreases in rental rates in many of our submarkets due to recessionary conditions and other related factors when leases expire and are extended. We cannot give any assurance that as the older leases expire or as we add new tenants that rental rates will be equal to or above the current market rates. Also, decreased demand and other negative trends or unforeseeable events that impair our ability to timely renew or re-lease space could have a negative effect on our future financial condition, results of operations and cash flow.

The Model Homes are typically leased for 2 to 3 years to the home developer on a triple net lease.  Under a triple net lease the tenant is required to pay all operating, maintenance and insurance costs and real estate taxes with respect to the leased property.

The self-storage properties are rented pursuant to rental agreements that are for no longer than 6 months. The self-storage properties are located in markets having other self-storage properties. Competition with these other properties will impact the operating results of these properties, which depends materially on our ability to timely lease vacant self-storage units, to actively manage unit rental rates, and our tenants' ability to make required rental payments. To be successful, we must be able to continue to respond quickly and effectively to changes in local and regional economic conditions by adjusting rental rates of these properties within their regional market in Southern California. We depend on websites, advertisements, flyers, etc. to secure new tenants to fill any vacancies.

We seek to diversify our portfolio of the properties acquired to reduce the adverse effect of a single under-performing segment, geographic market and tenant industry.

Economic Environment

The United States continues to be on the path of a slow recovery from the recession that began in 2008. The current economic environment has benefited from the recovery in the housing industry that has shown decreases in residential housing foreclosures and shadow inventory and a decreasing supply of homes available for purchase resulting in an increase in single-family home prices, housing starts and building permits. In addition, unemployment rates have decreased over the last several years. On the commercial side, vacancy rates have declined and average rental rates have increased with free rent diminishing in many markets. U.S. corporations have been reporting increased earnings and stock market investments and activity have rebounded. We believe that the pace of the overall recovery will likely continue to be slow and disjointed as some sections of the country have not seen job growth. Full recovery will need increasing job growth, but even then it will not be consistent across industries, geographies or periods of the year causing an uneven tempo of growth.

Increases in the size of the U.S. debt, the slow economic recovery, and uncertainty surrounding the action of the Federal Reserve and/or the impact of the current crisis in Europe with respect to the ability of certain European Union countries to continue to service their sovereign debt obligations are inherently unpredictable and could adversely affect the U.S. and global financial markets and economic conditions. Although the United States Federal Reserve Bank has started to discontinued buying back bonds as part of its quantitative easing their stated intent is to keep interest rates low into 2015, however any change in policy concerns could cause interest rates and borrowing costs to rise, which may have a negative effect on our ability to access both the debt and equity markets on favorable terms. Adverse economic conditions could have a material adverse effect on our tenants, or our business, financial condition and results of operations.

Our ability to make new investments is highly dependent upon our ability to procure external financing and commercial mortgages. Our principal source of external financing includes the issuance of equity securities and mortgages secured by properties. During the quarter ended September we were able to secure a commitment for sale of $40 million of preferred stock that is available to acquire new properties. The market for commercial mortgages has improved. We have continued to obtain mortgages from the CMBS market, life insurance companies and regional banks.

20
Management Evaluation of Results of Operations

Management's evaluation of operating results includes an assessment of our ability to generate cash flow necessary to pay operating expenses, general and administrative expenses, debt service and to fund distributions to our stockholders. As a result, Management's assessment of operating results gives less emphasis to the effects of unrealized gains and losses and other non-cash charges, such as depreciation and amortization and impairment charges, which may cause fluctuations in net income for comparable periods but have no impact on cash flows. Management's evaluation of our potential for generating cash flow includes assessments of our recently acquired properties, our non-stabilized properties, long-term sustainability of our real estate portfolio, our future operating cash flow from anticipated acquisitions, and the net proceeds from the sales of our real estate assets.

In addition, Management evaluates our portfolio and individual properties results of operations with a primary focus on increasing and enhancing the value, quality and quantity of properties in our real estate holdings. Properties that have reached goals in occupancy and rental rates are evaluated for potential added value appreciation and, if lacking such potential, are sold with the equity reinvested in properties that have better potential without foregoing cash flow.  Management focuses its efforts on improving underperforming assets through re-leasing efforts, including negotiation of lease renewals and rental rates.

Critical Accounting Policies

There have been no material changes to our critical accounting policies as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the SEC on March 31, 2014.

RECENT EVENTS HAVING SIGNIFICANT EFFECT ON RESULTS OF OPERATIONS

Equity Raise

In August 2014 the Company closed on a private placement transaction of up to $40 million dollars. The investment will be made in a series of capital contributions to be used for investor approved property acquisitions. The initial investment of $15 million dollars was made at the close of the transaction and an additional investment of $25 million dollars will be made on or before the one year anniversary of the initial investment.  The Company issued 15,000 shares of its Series B Preferred Stock at the close of the transaction.  The preferred return on the funds invested is 14% (10% shall be paid on a monthly basis and the remaining 4% shall accrue and compound monthly). The preferred stock must be redeemed by the third anniversary closing date; however, the Company shall have the right to extend a redemption for up to two additional years.

Certain specified management decisions must be approved in advance by the Series B Preferred Investor.  In addition, upon the occurrence of an Event of Default, as defined in the Investor Agreement, the Investor has certain rights including electing a majority of the Board of Directors.

21
Property Acquisitions

Effective January 31, 2013, the Company entered into an Agreement and Plan of Merger to consummate the merger acquisition of CHG Properties, Inc. ("CHG"), a California corporation. CHG was the property manager for all of NetREIT's properties. The Company had the option to purchase CHG pursuant to a February 15, 2005, option agreement.   The Company delivered the option exercise notice provided for in the option agreement to C I Holding Group, Inc. ("CIH"), the parent company of CHG, in November 2012. The President of CIH is Jack K. Heilbron and the Secretary of CIH is Mary Limoges. Mr. Heilbron is President and CEO of the Company and Ms. Limoges is Mr. Heilbron's spouse. The Company determined the fair market value of CHG to be $1.9 million and the transaction was reviewed and unanimously approved by the independent Directors of the Board.

Pursuant to the terms and conditions of the Agreement and Plan of Merger, the Company formed NTR Property Management, Inc. ("NTR"), a California corporation (note 6). NTR functions as the sole in-house property manager for the Company after the merger, reducing the Company's property management expense by the marked-up charges previously paid to CHG.

Below is a chronological listing of the acquisitions and dispositions of properties in for the first nine months of 2014 and the year ended December 31, 2013. Operating results are included in the consolidated financial statements from the date of acquisition.

The Company acquired the following properties in the nine months ended September 30, 2014:

In February 2014, NetREIT Dubose, Dubose Model Home Investors #201 LP and Dubose Model Home Investors #202 LP acquired six Model Home properties in Pennsylvania and leased them back to the home builder. The purchase price for the properties was $1.8 million. The purchase price paid was through a cash payment of $0.7 million and a promissory note of $1.1 million dollars.

In April 2014, the Company acquired an office building located in Bismarck, ND for the purchase price of $5.4 million dollars. The purchase price was paid through a cash payment of $2.2 million and through the assumption of the existing loan on the property of $3.2 million. The property was built in 1976 and is comprised of 93,058 square feet. The property was 85% occupied at acquisition.

In August 2014, the Company acquired an office building located in Lakewood, Colorado for the purchase price of $9.4 million. The purchase price was paid through a cash payment of $2.8 million and a promissory note totaling $6.6 million. The property was built in 1982 (renovated in 2006) and is comprised of approximately 84,000 square feet. The property was 82% occupied at acquisition.

In August 2014, Dubose, Dubose Model Home Investors #201 LP and Dubose Model Home Investors #202 LP acquired three Model Home properties in Arizona and leased them back to the home builder. The purchase price for the properties was $1.0 million. The purchase price paid was through a cash payment of $0.4 million and a promissory note $0.6 million.

The Company disposed of the following properties in the nine months ended September 30, 2014:

During the nine months ended September 30, 2014, NetREIT Dubose and the other Model Home entities disposed of thirty four Model Home properties. The sales price, net of selling costs, aggregated approximately $13.5 million and approximately $5.6 million in mortgage notes payable were retired in connection with these sales. The Company recognized a gain of approximately $2.4 million related to the sale of these Model Homes.

22
The Company acquired the following properties in the year ended December 31, 2013:

During the year ended December 31, 2013, NetREIT Dubose and other Model Home entities acquired 14 Model Home properties and leased them back to the home builder. The purchase price for the properties was approximately $3.6 million. The purchase price paid was through a cash payment of approximately $1.5 million and promissory notes totaling approximately $2.1 million.

In May 2013, the Company acquired a self-storage facility in Lancaster, CA for the purchase price of approximately $3.7 million dollars. The purchase price was paid in cash. The facility is comprised of approximately 71,000 square feet of rentable area consisting of approximately 608 self-storage units. The facility was built in 1990 and was approximately 65 percent occupied at acquisition. The results of operations for the year ended December 31, 2013 includes approximately seven months of operations related to this property.

The Company disposed of the following properties in the year ended December 31, 2013:

NetREIT Dubose and the other Model Home entities disposed of 32 Model Home properties. The sales price, net of selling costs, aggregated approximately $9.8 million and approximately $3.5 million in mortgage notes payable were retired in connection with these sales. The Company recognized a gain of $1,297,753 related to the sale of these Model Homes.

In May 2013, the Company sold its Casa Grande Apartments for a sales price of $1.8 million. The sale resulted in mortgage payoff of $1.3 million and a gain of $322,356.

23
THE FOLLOWING IS A COMPARISON OF OUR RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013.

Revenues

Total revenue was $5,085,119 for the three months ended September 30, 2014, compared to $4,789,367 for the same period in 2013, an increase of $295,752, or 6.2%. The increase in rental income as reported in 2014 compared to 2013 is primarily attributable rental revenues from Bismarck and Union Terrace totaling $518,000 recorded during the current quarter that were acquired in 2014, offset by a decrease in rental revenue from model homes of $200,000 due to dispositions during 2014 and 2013.

Rental Operating Expenses

Rental operating expenses were $1,984,801 for the three month period ended September 30, 2014 compared to $1,691,280 for the same period in 2013, an increase of $293,521, or 17.4%. The increase in operating expense is primarily attributable to the operating expense of Bismarck and Union Terrace totaling approximately $229,000. Additionally, there was a $67,000 increase in repairs and maintenance and $47,000 increases in on site management fees and administrative fees.

Rental operating costs are expected to continue to increase in future periods, as compared to historical periods, as a result of owning recently acquired assets for entire periods and anticipated future acquisitions of real estate assets.

Interest Expense

Interest expense, including amortization of deferred finance charges, increased by $97,094, to $1,344,698, or 19.9% during the three month period ended September 30, 2014 compared to $1,247,604 for the same period in 2013.  Increases include $57,000 in interest from the Bismarck acquisition and a $57,000 increase in interest from refinancing the Fargo Bank Building and obtaining an additional $5.7 million of debt  on the property. We also accrued $15,000 in late fees related to the Havana Parker loan. These increases are offset by lower interest incurred on loans the Company refinanced at lower rates during 2014 and 2013.

The weighted average interest rate as of September 30, 2014 was 5.10% compared to 5.26% as of September 30, 2013.

The following is a summary of our interest expense on loans by property for the three months ended September 30, 2014 and 2013:

 Property
Date Acquired or Financed
  
2014
   
2013
 
         
Havana/Parker Complex
June 2006
  
$
65,310
    
$
51,793
  
Waterman
August 2008
    
55,352
      
56,773
  
Sparky's Thousand Palms Self-Storage
August 2009
    
57,031
      
58,611
  
Sparky's Hesperia East Self-Storage
December 2009
    
10,603
      
11,921
  
Dubose Acquisition Partners II, LP
March 2010
    
10,446
      
23,851
  
Sparky's Rialto Self-Storage
May 2010
    
25,968
      
26,536
  
Genesis Plaza
August 2010
    
52,836
      
54,279
  
NetREIT Dubose Model Home REIT, Inc.
October 2010
    
83,578
      
102,877
  
Dakota Center
May 2011
    
134,251
      
80,319
  
Executive Office Park
June 2011
    
64,330
      
65,297
  
Yucca Valley Retail Center
September 2011
    
43,519
      
45,112
  
Rangewood Medical Office Building
December 2011
    
13,963
      
14,727
  
Regatta Square
December 2011
    
15,312
      
15,677
  
Dubose Model Home Investor Fund #113, LP
December 2011
    
2,355
      
3,010
  
Dubose Model Home Investors #201, LP
December 2011
    
30,644
      
47,753
  
Morena Office Center
May 2012
    
26,958
      
27,620
  
Pacific Oaks Plaza
May 2012
    
18,331
      
18,781
  
Shoreline Medical Building
June 2012
    
50,059
      
51,483
  
The Presidio
November 2012
    
77,360
      
79,210
  
Sparky's Joshua, Palm and Sunrise Self-Storage
December 2012
    
96,587
      
97,812
  
Garden Gateway Plaza
February 2013
    
87,867
      
89,779
  
Port of San Diego Complex
March 2013
    
124,327
      
127,123
  
Sparky's Lancaster self-storage
May 2013
    
24,125
      
24,878
  
Fontana Medical Center
August 2013
    
22,572
      
596
  
Dubose Model Home Investors #202, LP
December 2013
    
6,039
      
-
  
Bismarck Center
April 2014
    
52,367
      
-
  
Amortization of deferred financing costs
    
92,608
      
71,786
  
 
$
1,344,698
    
$
1,247,604
  
24
General and Administrative Expenses

General and administrative expenses increased by $34,162  to $1,200,536  for the three months ended September 30, 2014, compared to $1,166,374  for the same period in 2013. As a percentage of rental and fee income, general and administrative expenses were 23.6% and 24.4% for the three months ended September 30, 2014 and 2013, respectively. In comparing our general and administrative expenses with other REITs, it should be taken into consideration that we are a self-administered REIT, which means such expenses are greater for us than an advisory administered REIT. We expect general and administrative expenses as a percentage of revenues to continue to decline in the future as our revenues continue to increase at a faster rate than our expense.

Gain/Loss on Sale of Real Estate Assets

In the three month period ended September 30, 2014, the Company had a net gain on the sale of 15 model home properties of $1,221,680 compared to a net gain on the sale of 7 model home properties of $169,460  for the same three months of 2013.

Asset impairments

The Company is currently in negation for the modification of the loan secured by the Havana Parker property. Through this process it was determined that the carrying cost of the property exceeded the value of the property and the Company recorded an impairment charge of $950,000. In 2013, when the Company initially began the loan modification process, the Company recorded an estimated $1.5 million impairment charge on this property.

Net Loss

Net loss for the three months ended September 30, 2014, was $1,851,557, or $0.11 loss per share, compared to a net loss for the three months ended September 30, 2013 of $2,310,984, or $0.14 loss per share. The decrease in net loss of $459,427 for the three months ended September 30, 2014 was primarily attributable to an increase in revenue of approximately $295,000, an increase in gains on sales of real estate of approximately $1,050,000, a decrease in impairment charges of approximately $550,000, offset by an increase in total costs of approximately $588,000, preferred stock costs of approximately $201,000, interest expense of approximately $248,000 and an increase in income attributable to noncontrolling interests of approximately $489,00.

THE FOLLOWING IS A COMPARISON OF OUR RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013.

Revenues

Total revenue was $14,556,829 for the nine months ended September 30, 2014, compared to $14,815,232  for the same period in 2013, a decrease of $258,403 , or 1.7%. The change in revenues as reported in 2014 compared to 2013 is primarily attributable to:

• The addition of two office properties acquired in 2014 which generated an additional $612,000 of office rent income in the nine months ended September 30, 2014 compared to the same period in 2013; an increase in other income of $78,000 from parking and protection plan income, an increase in self-storage rental and other income of $130,000 and:

• A decrease in revenue from a one-time charge to a tenant for an early lease termination in 2013 of $345,000; and

• A decrease in model home rent of $490,000 due to a net decrease of 22 number of model homes owned.

Overall rental and fee revenues are expected to continue to increase in future periods, as compared to historical periods, as a result of owning the assets acquired during 2014 and 2013 for an entire year and future acquisitions of real estate assets.

25
Rental Operating Expenses

Rental operating expenses were $5,394,946  for the nine months ended September 30, 2014 compared to $4,841,809  for the same period in 2013, an increase of $553,137, or 11.4%. The increase in operating expense year over year is primarily attributable to the acquisitions of the Bismarck and Union Terrace properties. The net increase in operating expenses when factoring in the Casa Grande Apartments (sold in May 2013) was $208,000 for the nine months ending September 30, 2014. Excluding costs related to acquisition and disposition, rental operating expenses increased approximately 7% which is consistent with the increases in salaries and benefits expenses included in rental operating costs due to annual increases in compensation levels and an increased head count.  Rental operating costs as a percentage of rental and fee income was 37.1% and 32.7% for the nine months ended September 30, 2014 and 2013, respectively. The increase in operating costs as a percentage of revenue is primarily due to a decrease in model home revenues that have substantially lower operating costs than our other properties. Other items impacting the ratio include the one-time charge for the lease termination which decreased the ratio in 2013 and an increase in operating costs during 2014 as discussed above.

Rental operating costs are expected to continue to increase in future periods, as compared to historical periods, as a result of owning recently acquired assets for entire periods and anticipated future acquisitions of real estate assets.

Interest Expense

Interest expense, including amortization of deferred finance charges, increased by $184,824 to $3,985,783 during the nine months ended September 30, 2014 compared $3,800,959 for the same period in 2013. Increases include $95,000 in interest from the Bismarck acquisition and a $74,000 increase in interest from refinancing the Fargo Bank Building and obtaining an additional $5.7 million in financing on the property. We also accrued $45,000 in late fees related to the Havana Parker loan. These increases are offset by lower interest incurred on loans the Company refinanced during 2014 and 2013.

The weighted average interest rate as of September 30, 2014 was 5.10% compared to 5.64% as of September 30, 2013.

The following is a summary of our interest expense on loans by property for the nine months ended September 30, 2014 and 2013:

 Property
Date Acquired or Financed
  
2014
   
2013
 
         
Havana/Parker Complex
June 2006
  
$
195,402
    
$
154,731
  
Waterman Plaza
August 2008
    
167,142
      
171,336
  
Sparky's Thousand Palms Self-Storage
August 2009
    
172,302
      
176,970
  
Sparky's Hesperia East Self-Storage
December 2009
    
31,641
      
46,103
  
Dubose Acquisition Partners II, LP
March 2010
    
42,148
      
69,729
  
Sparky's Rialto Self-Storage
May 2010
    
77,479
      
97,999
  
Genesis Plaza
August 2010
    
159,605
      
163,884
  
NetREIT Dubose Model Home REIT, Inc.
October 2010
    
288,435
      
350,375
  
Dakota Center
May 2011
    
313,562
      
239,572
  
Casa Grande Apartments
June 2011
    
-
      
24,411
  
Executive Office Park
June 2011
    
191,616
      
194,443
  
Yucca Valley Retail Center
September 2011
    
130,821
      
135,498
  
Rangewood Medical Office Building
December 2011
    
42,003
      
44,243
  
Regatta Square
December 2011
    
45,709
      
46,777
  
Dubose Model Home Investor Fund #113, LP
December 2011
    
7,720
      
8,927
  
Dubose Model Home Investors #201, LP
December 2011
    
110,488
      
147,038
  
Morena Office Center
May 2012
    
80,486
      
82,429
  
Pacific Oaks Plaza
May 2012
    
54,730
      
56,052
  
Shoreline Medical Building
June 2012
    
149,606
      
153,781
  
The Presidio
November 2012
    
230,940
      
236,352
  
Sparky's Joshua, Palm and Sunrise Self-Storage
December 2012
    
287,747
      
290,837
  
Garden Gateway Plaza
February 2013
    
265,057
      
293,305
  
Port of San Diego Complex
March 2013
    
375,108
      
358,626
  
Sparky's Lancaster Self-Storage
May 2013
    
72,948
      
33,211
  
Fontana Medical Center
August 2013
    
67,040
      
409
  
Dubose Model Home Investors #202, LP
December 2013
    
15,619
      
-
  
Bismarck Center
April 2014
    
87,771
      
-
  
Amortization of deferred financing costs
    
322,658
      
223,921
  
 
$
3,985,783
    
$
3,800,959
  

26
General and Administrative Expenses

General and administrative expenses increased by $282,222 or 7.8% to $3,889,185 for the nine months ended September 30, 2014, compared to $3,606,963 for the same period in 2013. As a percentage of rental and fee income, general and administrative expenses were 26.7% and 24.3% for the nine months ended September 30, 2014 and 2013, respectively. The increase is primarily due to an increase in estimated income tax expense for NetREIT Dubose Model Home REIT, Inc., our taxable REIT subsidiary.  In comparing our general and administrative expenses with other REITs, it should be taken into consideration that we are a self-administered REIT, which means such expenses are greater for us than an advisory administered REIT. We expect general and administrative expenses as a percentage of revenues to continue to decline in the future as our revenues continue to increase at a faster rate than our expense.

Gain/Loss on Sale of Real Estate Assets

In the nine month period ended September 30, 2014, the Company had a net gain on the sale of 34 model home properties of $2,426,004 compared to a net gain on the sale of 23 model home properties and Casa Grande Apartments of $1,026,371 for the same nine months of 2013.

Gain on Dissolution of Partnership Interests

During the year ended December, 31, 2013, certain of the subsidiaries of the Company sold its last remaining Model Homes and are in the process of liquidation. The Company received $239,138 and $63,693, respectively, in excess of its original investment and has recognized the cash distributions as gains on dissolution of partnerships during the nine months ended September 30, 2014.

Asset impairments

The Company is currently in negation for the modification of the loan secured by the Havana Parker property. Through this process it was determined that the carrying cost of the property exceeded the value of the property and the Company recorded an impairment charge of $950,000. In 2013, when the Company initially began the loan modification process, the Company recorded an estimated $1.5 million impairment charge on this property.


Net Loss

Net loss for the nine months ended September 30, 2014 was $3,307,989, or $0.20 loss per share, compared to a net loss for the nine months ended September 30, 2013 of $2,669,438, or $0.16 loss per share. The increase in net loss of approximately $638,551 in the nine month period ended September 30, 2014 was primarily attributable to an decrease in revenue of approximately $258,000, an increase in total costs of approximately $1,200,000, an increase in preferred stock dividends of approximately $201,000, an increase in interest expense of approximately $336,000 and an increase in income attributable to noncontrolling interests of approximately $834,000, offset by an increase on gains from the sales of real estate of approximately $1,400,000, and a decrease in impairment charges of approximately $550,000.

27
LIQUIDITY AND CAPITAL RESOURCES

As discussed above under Economic Environment, during 2014, there have been signs of economic improvement and stabilization in the equity markets but there are concerns due to the uncertainty surrounding Federal Reserve future actions. There could be some market turbulence in the commercial real estate financing arena due to the uncertainties previously discussed and due to mortgage financings originated over the seven years that are coming due in the future.

We believe that as a result of the economic and business trends, new mortgage financing will continue to remain less favorable in terms of loan amount to value versus pre-recession days and interest rates could increase which may negatively impact our ability to finance future acquisitions. Interest rates remain relatively low by historical standards but we anticipate that interest rates will increase when the US Government stops suppressing the rates with stimulus programs.  On the other hand, we believe the negative trends in the mortgage markets for smaller properties and in some geographic and in suburban locations may reduce property prices and may, in certain cases, reduce competition for those properties.

Overview

We actively seek investments that are currently cash flowing that will increase in order to fund distributions, as well, as realize long-term gains for our stockholders.  Our future sources of liquidity include cash and cash equivalents, cash flows from operations, new mortgages on our unencumbered properties, refinancing of existing mortgages and the possible sale of additional equity/debt securities.  Our available liquidity at September 30, 2014 was approximately $47 million, including approximately $11.9 million in cash and cash equivalents and an additional $25 million available from sale of preferred stock, estimated borrowing capacity of approximately $12 million from potential mortgages on unencumbered properties and refinancing of properties with low debt to value. We do not have any arrangements with any financial institution to borrow any amount and therefore we cannot be certain a financial institution would loan that amount on the unencumbered and refinancing properties or the timing of such borrowings.    However, during the second quarter of 2014 we consummated a refinance of one of our properties that had an interest rate of 5.75% on approximately $5.3 million of debt into a 10 year fixed rate loan of approximately $11.1 million at a rate of approximately 4.378%.  We are currently working with an institution to refinance another property that has an interest rate of 5.59% on approximately $5.4 million of debt into a new mortgage of $6.6 million with an interest of 4.5%.  We expect this refinance to close in the next quarter.

Our future capital needs include the acquisition of additional properties as we expand our investment portfolio, pay down existing borrowings, maintain our existing properties, fund tenant improvement, pay lease commissions and the payment of a competitive distribution to our stockholders. To ensure that we are able to effectively execute these objectives, we routinely review our liquidity requirements and continually evaluate all potential sources of liquidity.

Our short term liquidity needs include proceeds necessary to pay the debt service on existing mortgages, fund our current operating costs and fund our distribution to stockholders.  During the nine months ended September 30, 2014 our net cash flow from operating activities on a GAAP basis was approximately $4.0 million compared to approximately $3.1 million during the same period in 2013.   During the period in 2014 we received distributions in excess of our investment in two real estate partnerships of approximately $302,000 and cash proceeds from the sale of properties less debt payoff of approximately $1.4 million that are not included in the net cash for operating activities.  In addition we had a balance of approximately $10.0 million in cash at the beginning of the period. Our cash portion of distributions paid to our shareholders during the nine months of 2014 was approximately $3.8 million.  We believe that our cash flow from our existing portfolio, distributions from joint ventures in model home partnerships and anticipated acquisitions when operational for the full term will be sufficient to fund the debt service costs on our existing mortgages, fund our operating costs in the near term and fund the cash portion of distributions to stockholders at the current rate.    However, if our cash flow from operating activities is not sufficient to fund our short term liquidity needs, including the payment of cash dividends at current rates to our stockholders, we will fund a portion of these needs from additional borrowings of secured or unsecured indebtedness or we will reduce the rate of distribution to the stockholders.

Our long-term liquidity needs include proceeds necessary to grow and maintain our portfolio of investments. We believe that the $40.0 million available from the sale of preferred stock as discussed below along with the potential financing capital available to us in the future is sufficient to fund our long-term liquidity needs for the next twelve months.  We are continually reviewing our existing portfolio for properties that have met maximized short and long term potential with the intent of selling those properties and reinvesting the proceeds in properties that have equivalent or better short term benefits and better long term potential. We expect to obtain additional cash in connection with refinancing of maturing mortgages and assumption of existing debt collateralized by some or all of our real property in the future to meet our long-term liquidity needs.  If we are unable to arrange a line of credit, borrow on unencumbered properties, or sell securities to the public we may not be able to acquire additional properties to meet our long-term objectives.

28
Equity Capital

In August 2014, the Company closed on a private placement transaction of up to $40 million dollars. The proceeds of this equity will be used to increase the size of our portfolio by approximately $115 million.  An initial investment of $15 million dollars was made at the close of the transaction and an additional investment of $25 million dollars will be made on or before the one year anniversary of the initial investment.  The Company issued 15,000 shares of its Series B Preferred Stock at the close of the transaction.  The preferred return on the funds invested is 14% (10% shall be paid on a monthly basis and the remaining 4% shall accrue and compound monthly). The preferred stock must be redeemed by the third anniversary closing date; however, the Company shall have the right to extend a redemption for up to two additional years.

In addition, we will continue to seek acquisitions or properties for equity in a DownREIT structure.

Debt Capital

At the current time we do not have any unsecured debt or a revolving line of credit but we have been exploring the possibilities of obtaining such a line of credit.  We cannot guarantee that we will be able to consummate a line of credit in the near future.

Cash and Cash Equivalents

At September 30, 2014, we had approximately $11.9 million in cash and cash equivalents compared to approximately $10.2 million at December 31, 2013. Approximately $1 million of the cash balance is intended for capital expenditures on existing properties through the remainder of 2014. We intend to use the remainder of this cash for additional acquisitions, general corporate purposes and distributions to our stockholders.

Our cash and cash equivalents are held in bank accounts at third party institutions and consist of invested cash and cash in our operating accounts.  During the first nine months of 2014 and 2013, we did not experience any loss or lack of access to our cash or cash equivalents.

Secured Debt

As of September 30, 2014, NetREIT had mortgage notes payable in the aggregate principal amount of $99.4 million, collateralized by a total of 22 non-Model Home properties with terms at issuance ranging from 3 to 30 years.  The weighted-average interest rate on the mortgage notes payable as of September 30, 2014 was approximately 5.1%.  Our debt to book value on these properties is approximately 54%.  We do not have any significant mortgage debt balloon principal payments on our mortgage loans payable during 2014.

As of September 30, 2014, NetREIT Dubose, and related entities, had 55 fixed-rate mortgage notes payable in the aggregate principal amount of $8.0 million, collateralized by a total of 55 Model Home properties, an average of approximately $299,000 per home. These loans generally have a term at issuance of three to five years.  The weighted-average interest rate on these mortgage notes payable as of September 30, 2014 was 5.25%.  Our debt to net book value on these properties is approximately 49%. The Company has guaranteed these promissory notes.  The balloon principal payments on the notes payable are in 2016 and 2019 and are typically tied to the end of the lease and sale of the Model Home securing the debt.

Despite the disruptions in the debt market discussed in "Overview" above, we have been able to refinance maturing debts before scheduled maturity dates and we have not experienced any unusual difficulties financing our acquisitions.

29
Operating Activities

Net cash provided by operating activities for the nine months ended September 30, 2014 was approximately $4.0 million compared to net cash provided by operating activities of approximately $3.1 million for the same period in 2013.  Approximately $2 million of the net cash provided in 2014 was due to the increase in accounts payable at September 30, 2014 from the accrual of the special dividend of that amount. The special dividend was paid in the fourth quarter of 2014. Excluding the dividend, the accounts payable variance would have been negative. There was approximately $800,000 of liabilities accrued and unpaid as of December 31, 2013 for year-end bonuses, taxes and tenant improvements that were paid during the first quarter of 2014.  Similar expenses, primarily annual bonuses, in 2012 that would otherwise have been accrued at that year end were actually paid in 2012 resulting in no accrued liability related to the bonus as of December 31, 2012. In addition, net cash provided in the nine months ended September 30, 2013 included approximately $345,000 of rental income received for a cancelation fee where there was no such fee received in 2014.  Rental revenues from model homes in 2014 were down approximately $490,000 and rental operating costs were up approximately $550,000 primarily due to increased maintenance and repairs, utilities, bad debts, legal collection costs, property taxes and inclusion of operating costs of Bismarck for five months and Union Terrace for two months in 2014.  Property taxes were higher in 2014 due to refund credits received in 2013 from successful property tax appeals.

We anticipate that with the recent acquisitions and the future anticipated acquisitions, the cash provided by operating activities will cover the cash portion of our distribution to stockholders in the future.

Investing Activities

Net cash used in investing activities was approximately $15.5 million for the nine months ended September 30, 2014, compared to net cash used of $0.1 million during the same period in 2013. The increase in net cash used in the current year was primarily due to the acquisitions of the Bismarck, Union Terrace properties and the acquisition of 9 model homes for aggregate of approximately $17.5 million in 2014 compared to the acquisition of Lancaster and 5 model homes for $5.3 million in the same period in 2013.  In addition the restricted cash increased by approximately $8.7 million due to the proceeds from the preferred stock sale that will be disbursed in connection with property acquisitions.   These uses of funds were offset by an increase in proceeds received on sales of real estate of approximately $13.4 million primarily due to the sale of 34 model homes in 2014 compared to 23 in 2013.

We anticipate that the acquisitions of two more  non-Model Home properties and a small number of Model Homes will increase during the remainder of 2014 and thereafter. Future acquisitions by the Company will depend on proceeds from sale of existing properties and funds available from the sale of preferred shares.  Future acquisitions by the Model Home entities will depend on the availability of model homes from developers at acceptable prices and on cash on hand, approximately $5 million at September 30, 2014, and, proceeds from the sale of Model Homes as the leases expire.

With the completion of the renovation and lease up at the Dakota Center, we expect our expenditures in these areas will decline significantly. We currently project that during the remainder of 2014, we could spend $700,000 to $1,000,000 in capital improvements, tenant improvements, and leasing costs for properties within our portfolio. Capital expenditures may fluctuate in any given period subject to the nature, extent, and timing of improvements required to the properties. We may spend more on gross capital expenditures during in the future compared to 2014 due to rising construction costs and the anticipated increase in property acquisitions. Tenant improvements and leasing costs may also fluctuate in any given year depending upon factors such as the property, the term of the lease, the type of lease, the involvement of external leasing agents and overall market conditions.

30
Financing Activities

Net cash provided by financing activities in the first nine months of 2014 was approximately $13.2 million compared to cash used of $5.1 million the same period in 2013, an increase in net cash provided of $18.3 million. The variance was due to the payoff of mortgages from sales during 2014 of approximately $13.4 million lower than the same period in 2013 due to lower number of sales of model homes in 2014.. In addition, cash provided from the sale of preferred shares was $12.3 million, net of financing costs.  Offsetting those items was the redemption of the $1.6 million of previously outstanding preferred shares and the change in contributions received over distributions from noncontrolling interest of $4.7 million. This resulted from our model home entities raising approximately $3 million in capital during 2013 compared to $1.5 million in 2014 and the payment of special, due to large number of sales versus number of acquisitions, distributions of approximately $3.3 million to noncontrolling investors.

We anticipate placing mortgages on one unencumbered property and increasing mortgages balances in connection with refinancing debt maturing in 2015 on several properties in the next two years that will provide cash for financing activities. These properties have an estimated market value of approximately $ 40.9 million giving us approximately $12.3 million in net borrowing capacity. In addition $25 million will be provided from the placement of the remainder of the sale of Series B preferred shares. The Company expects to substantially increase its portfolio of real estate assets in 2015.

Off-Balance Sheet Arrangements

As of September 30, 2014, we do not have any off-balance sheet arrangements or obligations, including contingent obligations.

31
Non-GAAP Supplemental Financial Measure: Funds From Operations ("FFO") and Modified Funds From Operations ("MFFO")

Management believes that FFO is a useful supplemental measure of our operating performance. We compute FFO using the definition outlined by the National Association of Real Estate Investment Trusts ("NAREIT"). NAREIT defines FFO as net income (loss) in accordance with GAAP, plus depreciation and amortization of real estate assets (excluding amortization of deferred financing costs and depreciation of non-real estate assets) reduced by gains and losses from sales of depreciable operating property and extraordinary items, as defined by GAAP. Other REITs may use different methodologies for calculating FFO and, accordingly, our FFO may not be comparable to other REITs. Because FFO excludes depreciation and amortization, gains and losses from property dispositions that are available for distribution to shareholders and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities, general and administrative expenses and interest costs, providing a perspective not immediately apparent from net income. In addition, management believes that FFO provides useful information to the investment community about our financial performance when compared to other REITs since FFO is generally recognized as the industry standard for reporting the operations of REITs. However, FFO should not be viewed as an alternative measure of our operating performance since it does not reflect either depreciation and amortization costs or the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties that are significant economic costs and could materially impact our results from operations.

The following table presents our FFO for the three and nine months ended September 30, 2014 and 2013. FFO should not be considered an alternative to net income (loss), as an indication of our performance, nor is FFO indicative of funds available to fund our cash needs or our ability to make distributions to our shareholders. In addition, FFO may be used to fund all or a portion of certain capitalizable items that are excluded from FFO, such as capital expenditures and payments of debt, each of which may impact the amount of cash available for distribution to our shareholders.

 
Three Months Ended September 30,
    
Nine Months Ended September 30,
  
   
2014
    
2013
   
2014
   
2013
 
Net loss
  
$
(1,851,556
)
  
$
(2,310,984
)
  
$
(3,307,988
)
  
$
(2,669,438
)
Adjustments:
                                
Income attributable to noncontrolling interests
    
726,222
      
236,653
      
1,709,127
      
875,264
  
Depreciation and amortization
    
2,127,575
      
1,044,033
      
4,978,376
      
4,131,267
  
Asset impairments
    
950,000
      
1,500,000
      
950,000
      
1,500,000
  
Gain on dissolution of partnership interests
    
-
      
-
      
(302,831
)
    
-
  
Gain on sale of real estate
    
(1,221,680
)
    
(169,460
)
    
(2,426,004
)
    
(1,026,371
)
Funds from Operations
  
$
730,561
    
$
300,242
    
$
1,600,680
    
$
2,810,722
  

FFO decreased in the nine month period ended September 30, 2014 by approximately $1,210,000 to approximately $1,600,000 compared to approximately $2,811,000 for the same period in 2013. The decrease in FFO is due to the increase in the Company's non-recurring sources of income for gains on sale of real estate and gains on dissolution of partnership interests and approximately $352,000 of cost of Preferred Shares issued in 2014.

We anticipate FFO to improve as we continue to acquire properties and earn rental revenues on properties recently acquired without substantial increases in general and administrative expenses.

We define MFFO, a non-GAAP measure, consistent with the Investment Program Association's ("IPA") Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REIT Modified Funds From Operations, or the Practice Guideline, issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for the following items, as applicable, included in the determination of GAAP net income: acquisition fees and expenses; amounts relating to deferred rent receivables and amortization of above and below market leases and liabilities (which are adjusted in order to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments); accretion of discounts and amortization of premiums on debt investments; nonrecurring impairments of real estate-related investments (i.e., infrequent or unusual, not reasonably likely to recur in the ordinary course of business); mark-to-market adjustments included in net income; nonrecurring gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. The accretion of discounts and amortization of premiums on debt investments, nonrecurring unrealized gains and losses on hedges, foreign exchange, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments are adjustments made to net income in calculating the cash flows provided by operating activities and, in some cases, reflect gains or losses which are unrealized and may not ultimately be realized.

32
Our MFFO calculation complies with the IPA's Practice Guideline described above. In calculating MFFO, we exclude acquisition related expenses, amortization of above and below market leases, deferred rent receivables and the adjustments of such items related to noncontrolling interests. Under GAAP, acquisition fees and expenses are characterized as operating expenses in determining operating net income. These expenses are paid in cash by us. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to such property. The acquisition of properties, and the corresponding acquisition fees and expenses, is the key operational feature of our business plan to generate operational income and cash flow to fund distributions to our stockholders. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income in determining cash flow from operating activities. In addition, we view fair value adjustments of impairment charges and gains and losses from dispositions of assets as non-recurring items or items which are unrealized and may not ultimately be realized, and which are not reflective of on-going operations and are therefore typically adjusted for when assessing operating performance. In particular, we believe it is appropriate to disregard impairment charges, as this is a fair value adjustment that is largely based on market fluctuations and assessments regarding general market conditions which can change over time. An asset will only be evaluated for impairment if certain impairment indications exist and if the carrying, or book value, exceeds the total estimated undiscounted future cash flows (including net rental and lease revenues, net proceeds on the sale of the property, and any other ancillary cash flows at a property or group level under GAAP) from such asset. Investors should note; however, that determinations of whether impairment charges have been incurred are based partly on anticipated operating performance, because estimated undiscounted future cash flows from a property, including estimated future net rental and lease revenues, net proceeds on the sale of the property, and certain other ancillary cash flows, are taken into account in determining whether an impairment charge has been incurred. While impairment charges are excluded from the calculation of MFFO as described above, investors are cautioned that due to the fact that impairments are based on estimated future undiscounted cash flows and the relatively limited term of our operations, it could be difficult to recover any impairment charges.

The following table presents our MFFO for the three and nine months ended September 30, 2014 and 2013.

 
Three Months Ended September 30,
    
Nine Months Ended September 30,
  
   
2014
    
2013
    
2014
    
2013
  
Funds from operations
  
$
730,561
    
$
300,242
    
$
1,600,680
    
$
2,810,722
  
Adjustments:
                                
Straight line rent adjustment
    
(345,882
)
    
(61,075
)
    
(232,452
)
    
(216,451
)
Above and below market rents
    
39,064
      
120,640
      
117,193
      
129,447
  
Acquisition costs
    
19,054
      
65,788
      
72,293
      
121,907
  
Modified Funds from Operations
  
$
442,797
    
$
425,595
    
$
1,557,714
    
$
2,845,625
  

33
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not required

ITEM 4. CONTROLS AND PROCEDURES
 
NetREIT maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-14(c). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

34
PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors

Not Required

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Issuer Purchases of Equity Securities

None

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information.

None.

35
ITEM 6. EXHIBITS.

Exhibit
 
 
Number
 
Description
 
 
 
 
31.1
 
 
Certificate of the Company's Chief Executive Officer (Principal Executive Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Quarterly Report on Form 10-Q for the quarter September 30, 2014.
 31.2
 
 
Certification of the Company's Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.
 31.3
 
 
Certification of the Company's Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.
 32.1
 
 
Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
101.INS
 
Instance Document
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document

36
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 thereunto duly authorized.

Date: November 14, 2014
NetREIT, Inc.
 
 
 
 
 
 
By:
/s/ Jack K. Heilbron
 
 
Name: Jack K. Heilbron
 
 
Title: Chief Executive Officer
 
 
 
By:
/s/ Kenneth W. Elsberry
 
 
Name: Kenneth W. Elsberry
 
 
Title: Chief Financial Officer
 
 
 
By:
/s/ J. Bradford Hanson
 
 
Name: J. Bradford Hanson
 
 
Title: Principal Financial and Accounting Officer
 
 

37