Presidio Property Trust, Inc. - Quarter Report: 2010 June (Form 10-Q)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2010
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.)
(Commission file No.)
NetREIT, Inc.
(Exact name of registrant as specified in its charter)
Maryland | 33-0841255 | |
(State or other jurisdiction of incorporation or | (I.R.S. employer identification no.) | |
organization |
1282 Pacific Oaks Place, Escondido, California 92029
(Address of principal executive offices)
(Address of principal executive offices)
(760) 471-8536
(Registrants telephone number, including area code)
(Registrants 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 (Do not check if a smaller reporting company) |
Smaller Reporting Company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ.
At August 2, 2010, registrant had issued and outstanding 11,377,308 shares of its common stock, no
par value.
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NetREIT
Condensed Consolidated Balance Sheets
June 30, | December 31, | |||||||
2010 | 2009 | |||||||
(Unaudited) | ||||||||
ASSETS |
||||||||
Real estate assets, net |
$ | 95,100,203 | $ | 69,829,603 | ||||
Lease intangibles, net |
657,797 | 719,857 | ||||||
Land purchase option |
1,370,000 | 1,370,000 | ||||||
Investment in real estate ventures |
| 14,192,629 | ||||||
Mortgages receivable and interest |
920,216 | 920,216 | ||||||
Cash and cash equivalents |
10,125,668 | 9,298,523 | ||||||
Restricted cash |
147,298 | 296,395 | ||||||
Tenant receivables, net |
180,257 | 163,875 | ||||||
Due from related party |
40,088 | 20,081 | ||||||
Other assets, net |
5,016,843 | 3,180,658 | ||||||
TOTAL ASSETS |
$ | 113,558,370 | $ | 99,991,837 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Liabilities: |
||||||||
Mortgage notes payable |
$ | 34,555,890 | $ | 26,995,502 | ||||
Accounts payable and accrued liabilities |
2,451,957 | 1,923,811 | ||||||
Dividends payable |
718,219 | 649,008 | ||||||
Tenant security deposits |
272,480 | 258,455 | ||||||
Total liabilities |
37,998,546 | 29,826,776 | ||||||
Commitments and contingencies |
||||||||
Shareholders equity: |
||||||||
Undesignated preferred stock, no par value,
shares authorized: 8,995,000, no shares
issued and outstanding at June 30, 2010 and
December 31, 2009 |
| | ||||||
Series A preferred stock, no par value,
shares authorized: 5,000, no shares issued
and outstanding at June 30, 2010 and December
31, 2009 |
| | ||||||
Convertible Series AA preferred stock, no
par value, $25 liquidating preference,
shares authorized: 1,000,000; No shares
issued and outstanding at June 30, 2010;
50,200 shares issued and outstanding,
liquidating value of $1,255,000 at December
31, 2009 |
| 1,028,916 | ||||||
Common stock Series A, no par value, shares
authorized: 100,000,000; 11,346,928 and
10,224,262 shares issued and outstanding at
June 30, 2010 and December 31, 2009,
respectively |
95,129,146 | 85,445,674 | ||||||
Common stock Series B, no par value, shares
authorized: 1,000, no shares issued and
outstanding at June 30, 2010 and December
31, 2009 |
| | ||||||
Additional paid-in capital |
433,204 | 433,204 | ||||||
Dividends paid in excess of accumulated losses |
(26,653,396 | ) | (21,104,741 | ) | ||||
Total NetREIT shareholders equity |
68,908,954 | 65,803,053 | ||||||
Noncontrolling interests |
6,650,870 | 4,362,008 | ||||||
Total Shareholders equity |
75,559,824 | 70,165,061 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
$ | 113,558,370 | $ | 99,991,837 | ||||
See notes to condensed consolidated financial statements.
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NetREIT
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months | Three Months | Six Months | Six Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Rental income |
$ | 2,459,559 | $ | 1,311,223 | $ | 4,473,235 | $ | 2,544,793 | ||||||||
Costs and expenses: |
||||||||||||||||
Interest |
498,909 | 224,623 | 876,064 | 451,179 | ||||||||||||
Rental operating costs |
1,125,179 | 612,538 | 2,059,641 | 1,195,888 | ||||||||||||
General and administrative |
805,319 | 518,790 | 1,567,788 | 1,069,462 | ||||||||||||
Depreciation and amortization |
889,681 | 506,944 | 1,667,163 | 1,000,467 | ||||||||||||
Total costs and expenses |
3,319,088 | 1,862,895 | 6,170,656 | 3,716,996 | ||||||||||||
Other income (expense): |
||||||||||||||||
Interest income |
27,842 | 35,621 | 54,757 | 51,588 | ||||||||||||
Equity in earnings (losses) of real estate ventures |
| 594 | 1,769 | (56,104 | ) | |||||||||||
Total other income (expense) |
27,842 | 36,215 | 56,526 | (4,516 | ) | |||||||||||
Net loss before noncontrolling interests |
(831,687 | ) | (515,457 | ) | (1,640,895 | ) | (1,176,719 | ) | ||||||||
Income attributable to noncontrolling interests |
57,719 | | 94,495 | | ||||||||||||
Net loss |
(889,406 | ) | (515,457 | ) | (1,735,390 | ) | (1,176,719 | ) | ||||||||
Preferred stock dividends |
(12,484 | ) | (21,962 | ) | (34,447 | ) | (43,925 | ) | ||||||||
Net loss attributable to common shareholders |
$ | (901,890 | ) | $ | (537,419 | ) | $ | (1,769,837 | ) | $ | (1,220,644 | ) | ||||
Loss per common share basic and diluted |
$ | (0.08 | ) | $ | (0.07 | ) | $ | (0.17 | ) | $ | (0.16 | ) | ||||
Weighted average number of common shares outstanding basic and diluted |
10,978,215 | 8,006,005 | 10,687,238 | 7,667,935 | ||||||||||||
See notes to condensed consolidated financial statements.
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NetREIT
Condensed Consolidated Statements of Shareholders Equity
Six Months Ended June 30, 2010
(Unaudited)
Dividends | ||||||||||||||||||||||||||||||||||||
Convertible | Paid | Total | ||||||||||||||||||||||||||||||||||
Series AA | Additional | in Excess of | NetREIT | |||||||||||||||||||||||||||||||||
Preferred Stock | Common Stock | Paid-in | Accumulated | Shareholders | Noncontrolling | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Losses | Equity | Interests | Total | ||||||||||||||||||||||||||||
Balance, December 31, 2009 |
50,200 | $ | 1,028,916 | 10,224,262 | $ | 85,445,674 | $ | 433,204 | $ | (21,104,741 | ) | $ | 65,803,053 | $ | 4,362,008 | $ | 70,165,061 | |||||||||||||||||||
Sale and other issuances of
common stock and warrants at
$10 per share |
888,432 | 8,884,324 | 8,884,324 | 8,884,324 | ||||||||||||||||||||||||||||||||
Stock issuance costs |
(1,364,291 | ) | (1,364,291 | ) | (1,364,291 | ) | ||||||||||||||||||||||||||||||
Redemption of preferred stock |
(50,200 | ) | (1,028,916 | ) | (226,084 | ) | (1,255,000 | ) | (1,255,000 | ) | ||||||||||||||||||||||||||
Exercise of stock options |
1,452 | 2,000 | 2,000 | 2,000 | ||||||||||||||||||||||||||||||||
Exercise of warrants |
195 | 1,890 | 1,890 | 1,890 | ||||||||||||||||||||||||||||||||
Shares issued upon expiration
of warrants |
52,778 | 453,889 | (453,889 | ) | ||||||||||||||||||||||||||||||||
Vesting of restricted stock
previously issued |
1,050 | 8,715 | 8,715 | 8,715 | ||||||||||||||||||||||||||||||||
Contributed capital of
noncontrolling interests |
2,194,367 | 2,194,367 | ||||||||||||||||||||||||||||||||||
Net loss (income) |
(1,735,390 | ) | (1,735,390 | ) | 94,495 | (1,640,895 | ) | |||||||||||||||||||||||||||||
Dividends (paid)/reinvested |
86,776 | 823,748 | (1,541,876 | ) | (718,128 | ) | (718,128 | ) | ||||||||||||||||||||||||||||
Dividends (declared)/ reinvested |
91,983 | 873,197 | (1,591,416 | ) | (718,219 | ) | (718,219 | ) | ||||||||||||||||||||||||||||
Balance, June 30, 2010 |
| $ | | 11,346,928 | $ | 95,129,146 | $ | 433,204 | $ | (26,653,396 | ) | $ | 68,908,954 | $ | 6,650,870 | $ | 75,559,824 | |||||||||||||||||||
See notes to condensed consolidated financial statements.
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NetREIT
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months | Six Months | |||||||
Ended | Ended | |||||||
June 30, | June 30, | |||||||
2010 | 2009 | |||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | (1,735,390 | ) | $ | (1,176,719 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation and amortization |
1,667,163 | 1,000,467 | ||||||
Stock compensation |
167,400 | 85,200 | ||||||
Bad debt expense |
109,440 | 44,777 | ||||||
Distributions to real estate ventures in excess of earnings |
(194,350 | ) | 255,629 | |||||
Equity in (earnings) losses of real estate ventures |
(1,769 | ) | 56,104 | |||||
Income attributable to noncontrolling interests |
94,495 | | ||||||
Changes in operating assets and liabilities: |
||||||||
Tenant receivables |
(125,822 | ) | (91,860 | ) | ||||
Due from related parties |
(20,007 | ) | 20,959 | |||||
Other assets |
(202,887 | ) | (132,630 | ) | ||||
Accounts payable and accrued liabilities |
(662,540 | ) | (414,469 | ) | ||||
Tenant security deposits |
14,025 | 49,594 | ||||||
Net cash used in operating activities |
(890,242 | ) | (302,948 | ) | ||||
Cash flows from investing activities: |
||||||||
Real estate investments |
(5,479,379 | ) | (11,437,001 | ) | ||||
Acquisition of company |
(300,000 | ) | | |||||
Investment in real estate ventures |
| (981,750 | ) | |||||
Deposits on potential acquisitions |
| 217,498 | ||||||
Restricted cash |
149,097 | 510,572 | ||||||
Net cash used in investing activities |
(5,630,282 | ) | (11,690,681 | ) | ||||
Cash flows from financing activities: |
||||||||
Proceeds from mortgage notes payable |
2,925,000 | 8,861,750 | ||||||
Repayment of mortgage notes payable |
(416,624 | ) | (8,894,789 | ) | ||||
Net proceeds from issuance of common stock |
7,520,033 | 9,467,133 | ||||||
Redemption of preferred stock |
(1,255,000 | ) | | |||||
Repurchase of common stock |
| (40,000 | ) | |||||
Exercise of warrants |
1,890 | 630 | ||||||
Exercise of stock options |
2,000 | 40,302 | ||||||
Deferred stock issuance costs |
(331,646 | ) | (267,621 | ) | ||||
Dividends paid |
(1,367,136 | ) | (1,257,202 | ) | ||||
Net cash provided by financing activities |
7,078,517 | 7,910,203 | ||||||
Net increase (decrease) in cash and cash equivalents |
557,993 | (4,083,426 | ) | |||||
Cash and cash equivalents: |
||||||||
Beginning of period |
9,298,523 | 4,778,761 | ||||||
Addition to cash from consolidation of joint venture |
269,152 | | ||||||
End of period |
$ | 10,125,668 | $ | 695,335 | ||||
Supplemental disclosure of cash flow information: |
||||||||
Interest paid |
$ | 852,610 | $ | 433,534 | ||||
Non-cash investing activities: |
||||||||
Reclassification of investments in real estate ventures to real estate assets |
$ | 21,188,400 | $ | | ||||
Accrual of goodwill and related liability |
$ | 1,032,000 | $ | | ||||
Non-cash financing activities: |
||||||||
Common shares issued upon expiration of warrants |
$ | 453,889 | $ | | ||||
Reinvestment of cash dividend |
$ | 1,696,945 | $ | 1,229,618 | ||||
Accrual of dividends payable |
$ | 718,219 | $ | 547,802 | ||||
See notes to condensed consolidated financial statements.
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NetREIT
Notes to Condensed Consolidated Financial Statements
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization. NetREIT (the Company) was incorporated in the State of California on January 28,
1999 for the purpose of investing in real estate properties. 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 properties and residential properties
located in the western United States.
The Company is a General Partner in four limited partnerships (NetREIT 01 LP, NetREIT Palm
Self-Storage LP, NetREIT Casa Grande LP and NetREIT Garden Gateway LP) and a Managing Member in one
limited liability company (Fontana Medical Plaza, LLC) with ownership in real estate income
producing properties. In addition, the Company is a limited partner in two partnerships that
purchase and leaseback model homes from developers. We refer to these entities collectively, as the
Partnerships.
In March 2010, the Company acquired the name, employees and rights to the use of the name and to
do business as Dubose Model Homes USA (DMHU). The Company paid $300,000 cash and agreed to issue
up to 120,000 shares of Company common stock if certain production levels of new business are
achieved over the next three years. The transaction has been accounted for as a business
combination. Management performed an analysis of intangible assets acquired with the assistance of
an independent valuation specialist and it was determined that $209,000 of the purchase price is
attributable to customer relationships and will be amortized over 10 years.
The Company also estimated a liability of $1,032,000 associated with
the 120,000 shares that it believes will be issued in the future. As a result of this acquisition, total goodwill of $1,123,000 was recorded.
DMHU purchased and leased back model
homes from and to developers. That business has continued doing business under the name NetREIT
Dubose Model Homes. As a result of the Companys management contract to manage the role of the
former general partner, the two limited partnerships that NetREIT had an investment in at DMHU are
consolidated into the financial statements of NetREIT effective March 1, 2010.
As of June 30, 2010, the Company owned or had an equity interest in seven office buildings (Office
Properties) which total approximately 354,000 rentable square feet, three retail shopping centers
and a 7-Eleven property (Retail Properties) which total approximately 85,000 rentable square
feet, five self-storage facilities (Self-Storage Properties) which total approximately 487,000
rentable square feet, one 39 unit apartment building and investments in two limited partnerships
with 19 model homes (Residential Properties).
Basis of Presentation. The accompanying condensed consolidated financial statements have been
prepared by the Companys 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 U.S. Securities and Exchange Commission (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 six months ended
June 30, 2010 and 2009. 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, 2010.
These condensed consolidated financial statements should be read in conjunction with the audited
financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the
year ended December 31, 2009. The condensed balance sheet at December 31, 2009 has been derived
from the audited consolidated financial statements included in the Form 10-K.
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2. SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation. The accompanying condensed consolidated financial statements include
the accounts of NetREIT and its subsidiaries, the Partnerships. As used herein, the Company
refers to NetREIT and the Partnerships, collectively. All significant intercompany balances and
transactions have been eliminated in consolidation.
Prior to formation of the Partnerships, the properties owned by those partnerships were held as
tenants in common (TIC) with the other investors and accounted for using the equity method due to
substantive participation rights of the TIC. Upon formation of the Partnerships, NetREIT became the
sole general partner in each of these partnerships and the rights of the other partners were
limited to certain protective rights. As a result of the change in the Companys ability to
influence and control the Partnerships, they are now accounted for as a subsidiary of the Company
and are fully consolidated in the Companys financial statements.
The Company classifies the noncontrolling interests in the Partnerships as part of consolidated net
loss in the three and six months ended June 30, 2010 and includes the accumulated amount of
noncontrolling interests as part of shareholders equity from their inception in 2009. If a change
in ownership of a consolidated subsidiary results in loss of control and deconsolidation, any
retained ownership interest will be remeasured with the gain or loss reported in the statement of
operations. Management has evaluated the noncontrolling interests and determined that they do not
contain any redemption features.
Federal Income Taxes. The Company has elected to be taxed as a Real Estate Investment Trust
(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 shareholders 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 shareholders within the prescribed
limits. However, taxes will be provided for those gains which are not anticipated to be distributed
to shareholders 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
Companys ordinary income plus 95% of the Companys capital gain net income over cash
distributions, as defined.
Earnings and profits that determine the taxability of distributions to shareholders 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 years ended December 31, 2009 and 2008,
all distributions were considered return of capital to the shareholders and therefore non-taxable.
The Company believes that it has met all of the REIT distribution and technical requirements for
the six months ended June 30, 2010 and for the year ended December 31, 2009.
Stock Dividend. In December 2009, the Company declared a 5% stock dividend which was paid in
Company common stock on January 2, 2010 to shareholders of record on January 1, 2010. All loss per
share calculations are based on adjusted shares for the stock dividend as if the shares were issued
at the beginning of the first period presented.
Real Estate Assets
Property Acquisitions. The Company accounts for its acquisitions of real estate in accordance
with accounting principles generally accepted in the United States of America (GAAP) which
requires the purchase price of acquired properties be allocated to the acquired tangible assets and
liabilities, consisting of land, building, tenant improvements, a land purchase option, long-term
debt and identified intangible assets and liabilities, consisting of the value of above-market and
below-market leases, the value of in-place leases, unamortized lease origination costs and tenant
relationships, based in each case on their fair values.
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The Company allocates the purchase price to tangible assets of an acquired property (which includes
land, building and tenant improvements) based on the estimated fair values of those tangible
assets, assuming the building was vacant. Estimates of fair value for land, building and building
improvements are based on many factors including, but not limited to, comparisons to other
properties sold in the same geographic area and independent third party valuations. The Company
also considers information obtained about each property as a result of its pre-acquisition due
diligence, marketing and leasing activities in estimating the fair values of the tangible and
intangible assets and liabilities acquired.
The total value allocable to intangible assets acquired, which consists of unamortized lease
origination costs, in-place leases and tenant relationships, are allocated based on managements
evaluation of the specific characteristics of each tenants lease and the Companys overall
relationship with that respective tenant. Characteristics considered by management in allocating
these values include the nature and extent of the existing business relationships with the tenant,
growth prospects for developing new business with the tenant, the remaining term of the lease and
the tenants credit quality, among other factors.
The value allocable to above or below market component of an acquired in-place lease is determined
based upon the present value (using a market discount rate) of the difference between (i) the
contractual rents to be paid pursuant to the lease over its remaining term, and (ii) managements
estimate of rents that would be paid using fair market rates over the remaining term of the lease.
The amounts allocated to above or below market leases are included in lease intangibles, net in the
accompanying balance sheets and are amortized on a straight-line basis as an increase or reduction
of rental income over the remaining non-cancelable term of the respective leases.
The land lease acquired with the World Plaza acquisition in 2007 has a fixed purchase price option
cost of $181,710 at the termination of the lease in 2062. Management valued the land option at its
residual value of $1,370,000, based upon comparable land sales adjusted to present value. The
difference between the strike price of the option and the recorded cost of the land purchase option
is approximately $1.2 million. Accordingly, management has determined that exercise of the option
is considered probable. The land purchase option was determined to be a contract based intangible
asset associated with the land. As a result, this asset has an indefinite life and is treated as a
non-amortizable asset. The amount is included as land purchase option on the accompanying balance
sheets.
The value of in-place leases, unamortized lease origination costs and tenant relationships are
amortized to expense over the remaining term of the respective leases, which range from less than a
year to ten years. The amount allocated to acquire in-place leases is determined based on
managements assessment of lost revenue and costs incurred for the period required to lease the
assumed vacant property to the occupancy level when purchased. The amount allocated to
unamortized lease origination costs is determined by what the Company would have paid to a third
party to recruit a new tenant reduced by the expired term of the respective lease. The amount
allocated to tenant relationships is the benefit resulting from the likelihood of a tenant renewing
its lease. Amortization expense related to these assets was $107,877 and $91,498 for the three
months ended June 30, 2010 and 2009, respectively. Amortization expense related to these assets was
$217,074 and $188,206 for the six months ended June 30, 2010 and 2009, respectively.
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Sales of Undivided Interests in Properties. Gains from the sale of undivided interests in
properties are recognized under the full accrual method by the Company when certain criteria are
met. Gain or loss (the difference between the sales value and the proportionate cost of the partial
interest 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 June 30, 2010 and December 31, 2009, the Company did not classify any properties as held for
sale.
Depreciation and Amortization of Buildings and Improvements. Land, buildings and improvements are
recorded at cost. Major replacements and betterments, which improve or extend the life of the
asset, are capitalized and depreciated over their estimated useful lives, while ordinary repairs
and maintenance are expensed as incurred. The cost of buildings and improvements are depreciated
using the straight-line method over estimated useful lives ranging from 30 to 55 years for
buildings, improvements are amortized over the shorter of the estimated life of the asset or term
of the tenant lease which range from 1 to 10 years, and 4 to 5 years for furniture, fixtures and
equipment. Depreciation expense for buildings and improvements for the three months ended June 30,
2010 and 2009, was $753,178 and $415,446, respectively. Depreciation expense for buildings and
improvements for the six months ended June 30, 2010 and 2009, was $1,397,186 and $818,978,
respectively.
Impairment of Real Estate Assets. The Company reviews the carrying value of each 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. If impairment is indicated, the carrying value of the property would be written down
to its estimated fair value based on the Companys best estimate of the propertys discounted
future cash flows. There have been no impairments recognized on the Companys real estate assets at
December 31, 2009 and, as of June 30, 2010, management does not believe that any indicators of
impairment were evident.
Intangible Assets. Lease intangibles represents the allocation of a portion of the purchase price
of a property acquisition representing the estimated value of in-place leases, unamortized lease
origination costs, tenant relationships and a land purchase option. Intangible assets are comprised
of finite-lived and indefinite-lived assets. Indefinite-lived assets are not amortized.
Finite-lived intangibles are amortized over their expected useful lives.
The Company is required to perform a test for impairment of goodwill and other definite and
indefinite lived assets at least annually, and more frequently as circumstances warrant. Based on
the review, no impairment was deemed necessary at December 31, 2009 and, as of June 30, 2010,
management does not believe that any indicators of impairment were evident.
Other intangible assets that are not deemed to have an indefinite useful life are amortized over
their estimated useful lives. The carrying amount of intangible assets that are not deemed to have
an indefinite useful life is regularly reviewed for indicators of impairments in value. Impairment
is recognized only if the carrying amount of the intangible asset is considered to be unrecoverable
from its undiscounted cash flows and is measured as the difference between the carrying amount and
the estimated fair value of the asset. Based on the review, no impairment was deemed necessary at
December 31, 2009 and, as of June 30, 2010, management does not believe that any indicators of
impairment were evident.
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Investments in Real Estate Ventures. The Company analyzes its investments in joint ventures to
determine whether the joint venture should be accounted for under the equity method of accounting
or consolidated into the financial statements. The Company has determined that the tenant in common
investors in its real estate ventures have certain protective and substantive participation rights
that limit the Companys control of the investment. Therefore, the Companys share of its
investment in real estate ventures were accounted for under the equity method of accounting in the
accompanying financial statements while properties were held as tenants in common.
Under the equity method, the Companys investment in real estate ventures is stated at cost and
adjusted for the Companys share of net earnings or losses and reduced by distributions. Equity in
earnings of real estate ventures is generally recognized based on the Companys ownership interest
in the earnings of each of the unconsolidated real estate ventures. For the purposes of
presentation in the statement of cash flows, the Company follows the look through approach for
classification of distributions from joint ventures. Under this approach, distributions are
reported under operating cash flow unless the facts and circumstances of a specific distribution
clearly indicate that it is a return of capital (e.g., a liquidating dividend or distribution of
the proceeds from the joint ventures sale of assets) in which case it is reported as an investing
activity. Management assesses whether there are any indicators that the value of the Companys
investments in unconsolidated real estate ventures may be impaired when events or circumstances
indicate that there may be an impairment. An investment is impaired if managements estimate of the
fair value of the investment is less than its carrying value. To the extent impairment has
occurred, and is considered to be other than temporary, the loss is measured as the excess of the
carrying amount of the investment over the fair value of the investment. The Company did not have
any investments in real estate ventures as of June 30, 2010. No impairment charges were recognized
for the year ended December 31, 2009.
Revenue Recognition. The Company recognizes revenue from rent, tenant reimbursements, and other
revenue once all of the following criteria are met:
| persuasive evidence of an arrangement exists; |
| delivery has occurred or services have been rendered; |
| the amount is fixed or determinable; and |
| the collectability of the amount is reasonably assured. |
Annual rental revenue is recognized in rental revenues on a straight-line basis over the term of
the related lease.
Certain of the Companys leases currently contain rental increases at specified intervals. The
Company records as an asset, and includes in revenues, deferred rent receivable that will be
received if the tenant makes all rent payments required through the expiration of the initial term
of the lease. Deferred rent receivable in the accompanying balance sheets includes the cumulative
difference between rental revenue recorded on a straight-line basis and rents received from the
tenants in accordance with the lease terms. Accordingly, the Company determines, in its judgment,
to what extent the deferred rent receivable applicable to each specific tenant is collectible. The
Company reviews material deferred rent receivable, as it relates to straight-line rents, on a
quarterly basis and takes into consideration the tenants payment history, the financial condition
of the tenant, business conditions in the industry in which the tenant operates and economic
conditions in the area in which the property is located. In the event that the collectability of
deferred rent with respect to any given tenant is in doubt, the Company records an increase in the
allowance for uncollectible accounts or records a direct write-off of the specific rent receivable.
No such reserves have been recorded as of June 30, 2010 or December 31, 2009.
Interest income on mortgages receivable is accrued as it is earned. The Company stops accruing
interest income on a loan if it is past due for more than 90 days or there is doubt regarding
collectability of the loan principal and/or accrued interest receivable.
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Loss Per Common Share. Basic loss per common share (Basic EPS) is computed by dividing net loss
available to common shareholders (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:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Weighted average shares used for Basic EPS |
10,978,215 | 7,624,767 | 10,687,238 | 7,302,795 | ||||||||||||
Stock dividend declared in December 2009 (retroactive adjustment) |
| 381,238 | | 365,140 | ||||||||||||
Adjusted
weighted average shares used for basic EPS |
10,978,215 | 8,006,005 | 10,687,238 | 7,667,935 | ||||||||||||
Effect of dilutive securities: |
||||||||||||||||
Incremental shares from share-based compensation |
| | | | ||||||||||||
Incremental shares from conversion of NetREIT 01 LP Partnership |
| | | | ||||||||||||
Incremental shares from conversion of NetREIT Casa Grande LP
Partnership |
| | | | ||||||||||||
Incremental shares from conversion of NetREIT Palm LP Partnership |
| | | | ||||||||||||
Incremental shares from conversion of NetREIT Garden Gateway
Partnership |
| | | | ||||||||||||
Incremental shares from convertible preferred stock and warrants |
| | | | ||||||||||||
Adjusted weighted average shares used for diluted EPS |
10,978,215 | 8,006,005 | 10,687,238 | 7,667,935 | ||||||||||||
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 and shares from convertible preferred stock and warrants with respect to a
total of 967,607 and 1,029,666 shares of common stock for the three and six months ended June 30,
2010 and 2009, respectively, were excluded from the computation of diluted earnings per share as
their effect was anti-dilutive.
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Fair Value of Financial Instruments and Certain Other Assets/Liabilities. The Company calculates
the fair value of financial instruments using available market information and appropriate present
value or other valuation techniques such as discounted cash flow analyses. Those techniques are
significantly affected by the assumptions used, including the discount rate and estimates of future
cash flows. The derived fair value estimates cannot always be substantiated by comparison to
independent markets and in many cases, could not be realized in immediate settlement of the
instruments. Management believes that the carrying values reflected in the accompanying balance
sheets reasonably approximate the fair values for financial instruments.
The Company does not have any assets or liabilities that are measured at fair value on a recurring
basis and, as of June 30, 2010 and December 31, 2009, does not have any assets or liabilities that
were measured at fair value on a nonrecurring basis.
Use of Estimates. The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 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; 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 invests in
real estate assets, including real estate loans and, as a result, the Company operates in five
business segments. See Note 8 Segments.
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3. REAL ESTATE ASSETS AND LEASE INTANGIBLES
A summary of the seventeen properties and investments in nineteen model homes owned by the Company
as of June 30, 2010 is as follows:
Real estate | ||||||||||||||
Square | Property | assets, net | ||||||||||||
Property Name | Date Acquired | Location | Footage | Description | (in thousands) | |||||||||
Casa Grande Apartments |
April 1999 | Cheyenne, Wyoming | 29,250 | Residential | $ | 1,535.9 | ||||||||
Havana/Parker Complex |
September 2006 | Aurora, Colorado | 114,000 | Office | 6,569.0 | |||||||||
7-Eleven |
September 2006 | Escondido, California | 3,000 | Retail | 1,314.8 | |||||||||
Garden Gateway Plaza |
March 2007 | Colorado Springs, Colorado | 115,052 | Office | 13,219.5 | |||||||||
World Plaza |
September 2007 | San Bernardino, California | 55,098 | Retail | 5,797.5 | |||||||||
Regatta Square |
October 2007 | Denver, Colorado | 5,983 | Retail | 2,008.9 | |||||||||
Sparkys Palm Self-Storage |
November 2007 | Highland, California | 50,250 | Self Storage | 4,767.2 | |||||||||
Sparkys Joshua Self-Storage |
December 2007 | Hesperia, California | 149,750 | Self Storage | 7,408.5 | |||||||||
Executive Office Park |
July 2008 | Colorado Springs, Colorado | 65,084 | Office | 8,981.0 | |||||||||
Waterman Plaza |
August 2008 | San Bernardino, California | 21,170 | Retail | 6,645.9 | |||||||||
Pacific Oaks Plaza |
September 2008 | Escondido, California | 16,000 | Office | 4,678.3 | |||||||||
Morena Office Center |
January 2009 | San Diego, California | 26,784 | Office | 6,164.5 | |||||||||
Fontana Medical Plaza |
February 2009 | Fontana, California | 10,500 | Office | 2,206.5 | |||||||||
Rangewood Medical Office Building |
March 2009 | Colorado Springs, Colorado | 18,222 | Office | 2,468.7 | |||||||||
Sparkys Thousand Palms Self-Storage |
August 2009 | Thousand Palms, California | 113,126 | Self Storage | 6,045.9 | |||||||||
19 Model Home Properties |
Various in 2009 | California and Nevada | 46,637 | Residential | 7,645.0 | |||||||||
Sparkys Hesperia East Self-Storage |
December 2009 | Hesperia, California | 72,940 | Self Storage | 2,772.0 | |||||||||
Sparkys Rialto Self-Storage |
May 2010 | Rialto, California | 101,343 | Self Storage | 4,871.1 | |||||||||
Total real estate assets, net | $ | 95,100.2 | ||||||||||||
A summary of the fifteen properties owned by the Company as of December 31, 2009 is as
follows:
Real estate | ||||||||||||||
Square | Property | assets, net | ||||||||||||
Property Name | Date Acquired | Location | Footage | Description | (in thousands) | |||||||||
Casa Grande Apartments |
April 1999 | Cheyenne, Wyoming | 29,250 | Residential | $ | 1,571.9 | ||||||||
Havana/Parker Complex |
September 2006 | Aurora, Colorado | 114,000 | Office | 6,587.6 | |||||||||
7-Eleven |
September 2006 | Escondido, California | 3,000 | Retail | 1,325.6 | |||||||||
World Plaza |
September 2007 | San Bernardino, California | 55,098 | Retail | 5,810.5 | |||||||||
Regatta Square |
October 2007 | Denver, Colorado | 5,983 | Retail | 2,030.2 | |||||||||
Sparkys Palm Self-Storage |
November 2007 | Highland, California | 50,250 | Self Storage | 4,819.4 | |||||||||
Sparkys Joshua Self-Storage |
December 2007 | Hesperia, California | 149,750 | Self Storage | 7,491.5 | |||||||||
Executive Office Park |
July 2008 | Colorado Springs, Colorado | 65,084 | Office | 9,180.5 | |||||||||
Waterman Plaza |
August 2008 | San Bernardino, California | 21,170 | Retail | 6,699.2 | |||||||||
Pacific Oaks Plaza |
September 2008 | Escondido, California | 16,000 | Office | 4,725.3 | |||||||||
Morena Office Center |
January 2009 | San Diego, California | 26,784 | Office | 6,247.7 | |||||||||
Fontana Medical Plaza |
February 2009 | Fontana, California | 10,500 | Office | 1,929.2 | |||||||||
Rangewood Medical Office Building |
March 2009 | Colorado Springs, Colorado | 18,222 | Office | 2,513.8 | |||||||||
Sparkys Thousand Palms Self-Storage |
August 2009 | Thousand Palms, California | 113,126 | Self Storage | 6,112.9 | |||||||||
Sparkys Hesperia East Self-Storage |
December 2009 | Hesperia, California | 72,940 | Self Storage | 2,784.3 | |||||||||
Total real estate assets, net | $ | 69,829.6 | ||||||||||||
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The following table sets forth the components of the Companys in real estate assets:
June 30, | December 31, | |||||||
2010 | 2009 | |||||||
Land |
$ | 18,911,540 | $ | 13,820,313 | ||||
Buildings and other |
78,826,366 | 57,269,228 | ||||||
Tenant improvements |
3,823,955 | 2,061,107 | ||||||
101,561,861 | 73,150,648 | |||||||
Less accumulated depreciation and amortization |
(6,461,658 | ) | (3,321,045 | ) | ||||
Real estate assets, net |
$ | 95,100,203 | $ | 69,829,603 | ||||
Operations from each property are included in the Companys financial statements from the date of
acquisition.
The Company acquired the following property in 2010:
In May 2010, the Company completed the acquisition of Sparkys Rialto Self Storage (Formerly known
as Las Colinas Self Storage) located in Rialto, California. The purchase price was $4.9 million.
The Company paid the purchase price through a cash payment of approximately $2.0 million and a
promissory note in the amount of approximately $2.9 million. The property consists of
approximately 7.5 acres of land, 101,343 rentable square feet and approximately 771 self storage
units.
The Company acquired the following properties in 2009:
In January 2009, the Company acquired the Morena Office Center, an office building located in San
Diego, California. The purchase price for the property was $6.6 million, including transaction
costs. The Company purchased the property with $3.4 million cash and a $3.2 million draw on its
former line of credit facility. This property consists of a building of approximately 26,784
rentable square feet.
In February 2009, the Company and Fontana Dialysis Building, LLC formed Fontana Medical Plaza, LLC
(FMP) for which the Company is Managing Member and 51% owner. FMP assumed an agreement to
purchase the Fontana Medical Plaza located in Fontana, California. The purchase price for the
property was $1.9 million. The Company purchased the property with $800,000 cash and a $1,100,000
draw on its former line of credit facility. The property consists of approximately 10,500 rentable
square feet.
In March 2009, the Company acquired The Rangewood Medical Office Building (Rangewood) located in
Colorado Springs, Colorado. The purchase price for the property was $2.6 million, including
transaction costs. The Company purchased the property with $200,000 cash and a $2,430,000 draw on
its former line of credit facility. Rangewood is a 3-story, Class A medical office building of
approximately 18,222 rentable square feet.
In August 2009, the Company completed the acquisition of Sparkys Thousand Palms Self-Storage
(Formerly known as Monterey Palms Self-Storage) (Thousand Palms) located in Thousand Palms,
California. The purchase price for the Property was $6.2 million. The Company paid the purchase
price through a cash payment of $1.5 million which was applied to closing costs and fees and to an
existing loan secured by Thousand Palms, and assumed a nonrecourse, variable interest rate,
promissory note with a principal balance after the closing of $4.7 million. Thousand Palms consists
of 113,126 rentable square feet comprised of 549 storage units.
In December 2009, the Company completed the acquisition of Sparkys Hesperia East Self-Storage East
(Formerly known as St. Thomas Self-Storage) located in Hesperia California. The purchase price for
the Property was $2.8 million. The Company paid the purchase price through a cash payment of $1.1
million and a promissory note in the amount of $1.7 million. The property consists of approximately
5.8 acres of land, 72,940 rentable square feet and approximately 479 self-storage units.
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The Company allocated the purchase price of the property acquired during 2010 as follows:
Buildings | Tenant | In-place | Leasing | Tenant | Total Purchase | |||||||||||||||||||||||
Land | and other | Improvements | Leases | Costs | Relationships | Price | ||||||||||||||||||||||
Sparkys Rialto Self-Storage |
$ | 1,055,000 | $ | 3,820,000 | $ | 4,875,000 |
The Company allocated the purchase price of the properties acquired during 2009 as follows:
Buildings | Tenant | In-place | Leasing | Tenant | Total Purchase | |||||||||||||||||||||||
Land | and other | Improvements | Leases | Costs | Relationships | Price | ||||||||||||||||||||||
Morena Office Center |
$ | 1,333,000 | $ | 4,833,141 | $ | 242,324 | $ | 80,861 | $ | 85,674 | $ | 6,575,000 | ||||||||||||||||
Fontana Medical Plaza |
556,858 | 1,362,942 | 1,919,800 | |||||||||||||||||||||||||
Rangewood Medical Office Building |
572,000 | 1,750,732 | 152,683 | 41,043 | 113,542 | 2,630,000 | ||||||||||||||||||||||
Sparkys Thousand Palms
Self-Storage |
620,000 | 5,530,000 | 50,000 | 6,200,000 | ||||||||||||||||||||||||
Sparkys Joshua Self-Storage East |
1,470,000 | 1,305,000 | 2,775,000 |
Lease Intangibles
The following table summarizes the net value of other intangible assets and the accumulated
amortization for each class of intangible asset:
June 30, 2010 | December 31, 2009 | |||||||||||||||||||||||
Lease | Lease | |||||||||||||||||||||||
Lease | Accumulated | intangibles, | Lease | Accumulated | intangibles, | |||||||||||||||||||
intangibles | amortization | net | intangibles | amortization | net | |||||||||||||||||||
In-place leases |
$ | 812,722 | $ | (463,296 | ) | $ | 349,426 | $ | 643,630 | $ | (255,127 | ) | $ | 388,503 | ||||||||||
Leasing costs |
646,713 | (346,676 | ) | 300,037 | 508,621 | (188,100 | ) | 320,521 | ||||||||||||||||
Tenant
relationships |
332,721 | (324,387 | ) | 8,334 | 332,721 | (299,388 | ) | 33,333 | ||||||||||||||||
Below-market leases |
| | | (40,160 | ) | 17,660 | (22,500 | ) | ||||||||||||||||
$ | 1,792,156 | $ | (1,134,359 | ) | $ | 657,797 | $ | 1,444,812 | $ | (724,955 | ) | $ | 719,857 | |||||||||||
As of June 30, 2010, the estimated aggregate amortization expense for the six month period
ending December 31, 2010, each of the four succeeding fiscal years and thereafter is as follows:
Estimated | ||||
Aggregate | ||||
Amortization | ||||
Expense | ||||
Six month period ending December 31, 2010 |
$ | 134,010 | ||
2011 |
182,766 | |||
2012 |
132,028 | |||
2013 |
72,131 | |||
2014 |
36,683 | |||
Thereafter |
100,179 | |||
$ | 657,797 | |||
The weighted average amortization period for the lease intangibles, consisting of in-place leases,
leasing costs and tenant relationships as of June 30, 2010 was 5.5 years.
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4. INVESTMENT IN REAL ESTATE VENTURES
The following table sets forth the components of the Companys investment in real estate ventures:
Equity | ||||||||
Percentage | December 31, 2009 | |||||||
Garden Gateway Plaza |
94.0 | % | $ | 12,665,799 | ||||
Dubose Acquisition Partners II, LTD & III, LTD |
51.0 | 1,526,830 | ||||||
$ | 14,192,629 | |||||||
The Garden Gateway Plaza property was held as tenants in common with the other investors at
December 31, 2009. Effective February 1, 2010, the tenants in common exchanged their interests in
the property into a partnership. As a result, the Company has consolidated this partnership as its
activity as the sole general partner and majority owner.
The Company is a limited partner in the Dubose Acquisition Partners II, LTD and III, LTD (DAP II &
III). These are investments in limited partnerships that acquired model homes from homebuilders
and leased them back to the seller. Effective March 1, 2010 the Company obtained the rights to
manage the role of the general partner for these two partnerships and, as a result, has
consolidated this partnership as its activity as majority owner and through assumption of managing
the role of the general partner.
Condensed balance sheets of all investments included in investment in real estate ventures as of
December 31, 2009 is as follows:
December 31, 2009 | ||||
Real estate assets and lease intangibles |
$ | 20,791,102 | ||
Total assets |
$ | 20,791,102 | ||
Mortgage notes payable |
$ | 5,131,516 | ||
Owners equity |
15,659,586 | |||
Total liabilities and owners equity |
$ | 20,791,102 | ||
Condensed statements of operations of all investments included in investment in real estate
ventures for the three and six months ended June 30, 2010 and 2009 are as follows:
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Rental income |
$ | | $ | 874,245 | $ | 297,762 | $ | 1,518,721 | ||||||||
Costs and expenses: |
||||||||||||||||
Rental operating costs |
| 298,246 | 62,055 | 564,912 | ||||||||||||
Interest Expense |
| 223,574 | 106,030 | 387,015 | ||||||||||||
Depreciation and amortization |
| 249,272 | 99,908 | 442,837 | ||||||||||||
Partners share of net operating income |
| 102,559 | 28,000 | 180,061 | ||||||||||||
$ | | $ | 594 | $ | 1,769 | $ | (56,104 | ) | ||||||||
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5. MORTGAGE NOTES PAYABLE
Mortgage notes payable as of June 30, 2010 and December 31, 2009 consisted of the following:
June 30, | December 31, | |||||||
2010 | 2009 | |||||||
Mortgage note payable in monthly
installments of $24,330 through July 1,
2016, including interest at a fixed rate
of 6.51%, collateralized by the
Havana/Parker Complex property |
$ | 3,359,017 | $ | 3,393,776 | ||||
Mortgage note payable in monthly
installments of $71,412 through April 5,
2014, including interest at a fixed rate
of 6.08%; collateralized by the leases
and office buildings of the Garden
Gateway Plaza property. Certain
obligations under the note are guaranteed
by the executive officers |
9,951,409 | 10,075,155 | ||||||
Mortgage note payable in monthly
installments of $27,088 through February
1, 2012, including interest at a fixed
rate of 5.31%; collateralized by the
World Plaza property |
3,307,214 | 3,380,792 | ||||||
Mortgage note payable in monthly
installments of $25,995 through September
1, 2015, including interest at a fixed
rate of 6.5%; collateralized by the
Waterman Plaza property |
3,735,918 | 3,769,886 | ||||||
Mortgage note payable in monthly
installments of $28,842 through March 1,
2034, including interest at a variable
rate ranging from 5.5% to 10.5%; with a
current rate of 5.5% collateralized by
the Thousand Palms property |
4,587,064 | 4,633,393 | ||||||
Mortgage note payable in monthly
installments of $9,432 through December
18, 2016, including interest at a fixed
rate of 5.00% through December 2011,
6.25% to maturity, collateralized by the
Sparkys Hesperia East Self-Storage
property |
1,730,098 | 1,742,500 | ||||||
Mortgage note payable in monthly
installments of $17,226 through May 3,
2012, including interest at a fixed rate
of 5.00%; monthly installments of $19,323
from June 3, 2012, including interest at
6.25% to maturity, collateralized by the
Sparkys Rialto Self-Storage property |
2,917,118 | | ||||||
Mortgage notes payable in monthly
installments of $31,443 through February
10, 2012, including interest at a fixed
rate of 5.50%, collateralized by 15
model home properties |
3,041,728 | | ||||||
Mortgage notes payable in monthly
installments of $20,153 through September
18, 2012, including interest at a fixed
rate of 6.50%, collateralized by 4
model home properties |
1,926,324 | | ||||||
$ | 34,555,890 | $ | 26,995,502 | |||||
The Company is in compliance with all conditions and covenants of its mortgage notes payable.
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Scheduled principal payments of mortgage notes payable as of June 30, 2010 for the six month period
ending December 31, 2010 and the four succeeding fiscal years and thereafter, are as follows:
Scheduled | ||||
Principal | ||||
Payments | ||||
Six month period ending December 31, 2010 |
$ | 506,536 | ||
2011 |
1,036,279 | |||
2012 |
8,246,422 | |||
2013 |
663,245 | |||
2014 |
9,356,423 | |||
Thereafter |
14,746,985 | |||
Total |
$ | 34,555,890 | ||
6. RELATED PARTY TRANSACTIONS
The Company leases a portion of its corporate headquarters at Pacific Oaks Plaza in Escondido,
California to C.I. Holding Group, Inc. and Subsidiaries (CI), a small shareholder in the Company
that is approximately 35% owned by the Companys executive management and to other affiliates.
Total rents charged and paid by these affiliates was $12,487 and $24,974 for the three and six
months ended June 30, 2010 and 2009, respectively.
The Company has entered into a property management agreement with CHG Properties, Inc. (CHG), a
wholly-owned subsidiary of CI, to manage all of its properties at rates up to 5% of gross income.
During the three months ended June 30, 2010 and 2009, the Company paid CHG total management fees of
$101,304 and $89,230, respectively. During the six months ended June 30, 2010 and 2009, the Company
paid CHG total management fees of $192,767 and $181,988, respectively.
During the term of the property management agreement, the Company has an option to acquire the
business conducted by CHG. The option is exercisable, with the approval of a majority of the
Companys directors not otherwise interested in the transaction, without any consent of the
property manager, its board or its shareholders,. The option price is shares of the Company to be
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 February 2010, the Company acquired the rights to use of the name Dubose Model Homes USA
(DMHU) and the former employees of DMHU. Larry Dubose, a director of the Company since 2005,
served as President of DMHU. In addition, the Company entered into a management agreement to manage
the existing partnerships of DMHU in return for the rights to receive management fees from these
partnerships. DMHU has historically invested in model homes and leased them back to the developers
for a period of three to five years at which time the model homes are sold. NetREIT intends to
begin to invest in model homes and lease them back to the developers under similar terms. Mr.
Dubose will continue to manage the business as a director, officer and employee of NetREIT.
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Table of Contents
7. SHAREHOLDERS EQUITY
Employee Retirement and Share-Based Incentive Plans
Stock Options. The following table summarizes the stock option activity.
Weighted | ||||||||
Average | ||||||||
Exercise | ||||||||
Shares | Price | |||||||
Balance, December 31, 2007 |
21,266 | $ | 6.93 | |||||
Options exercised |
(14,204 | ) | $ | 7.76 | ||||
Options outstanding and exercisable, December 31, 2008 |
7,062 | $ | 8.23 | |||||
Options exercised |
(5,610 | ) | $ | 8.23 | ||||
Options outstanding and exercisable, December 31, 2009 |
1,452 | $ | 8.64 | |||||
Options exercised |
(1,452 | ) | $ | 8.64 | ||||
Balance, June 30, 2010 |
| | ||||||
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 annually beginning on January
1, 2007. 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 or 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, net of issuance costs or $8.60 per share adjusted for stock
dividends since granted and assumed selling costs. The value of granted nonvested restricted stock
granted during the six months ended June 30, 2010 and 2009 was $461,100 and $418,900, respectively.
Compensation expense recorded during the three months ended June 30, 2010 and 2009 was $83,700 and
$42,600, respectively. Compensation expense recorded during the six months ended June 30, 2010 and
2009 was $167,400 and $83,700, respectively. The remaining 98,016 nonvested restricted shares will
vest in equal installments over the next one to four years.
A table of non-vested restricted shares granted and vested since December 31, 2008 is as follows:
Balance, December 31, 2008 |
27,228 | |||
Granted |
43,985 | |||
Vested |
(24,787 | ) | ||
Cancelled |
(566 | ) | ||
Balance, December 31, 2009 |
45,860 | |||
Granted |
53,616 | |||
Vested |
(1,050 | ) | ||
Cancelled |
(410 | ) | ||
Balance, June 30, 2010 |
98,016 | |||
Stock Dividend. The Companys Board of Directors declared stock dividends on common shares to all
Shareholders of record and at rates shown in the table below:
Stock | Common Stock | |||||||||||||||||
Date of Declaration | Record Date | Dividend Rate | Value | Shares | Amount | |||||||||||||
December 4, 2009 |
January 1, 2010 | 5 | % | $ | 8.60 | 482,027 | $ | 4,145,432 |
The stock dividend was issued on January 2, 2010.
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Cash Dividends. Cash dividends declared per common share for the six months ended June 30, 2010 and
2009 were $0.286 and $0.30, respectively. The dividend paid to stockholders of the Series AA
Preferred for the three months ended June 30, 2010 and 2009 was $34,447 and $43,925, or an
annualized portion of the 7% of the liquidation preference of $25 per share. The preferred shares
were redeemed in May 2010.
Sale or other issuance of Common Stock. During the six months ended June 30, 2010, the net proceeds
from the sale of 886,432 shares of common stock was $7,500,033. In addition, 2,000 shares of common
stock were issued in connection with the conversion of $20,000 of preferred stock during the six
months ended June 30, 2010. During the six months ended June 30, 2009, the net proceeds from the
sale of 1,120,405 shares of common stock was $9,467,133.
8. SEGMENTS
The Companys reportable segments consist of the four types of commercial real estate properties
for which the Companys decision-makers internally evaluate operating performance and financial
results: Residential Properties, Office Properties, Retail Properties, Self-Storage Properties and
Mortgage Loans. 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 Companys 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 Companys significant accounting policies (see Note 2). There is no intersegment
activity.
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The following tables reconcile the Companys segment activity to its results of operations and
financial position as of and for the three and six months ended June 30, 2010 and 2009.
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Office Properties: |
||||||||||||||||
Rental income |
$ | 1,226,652 | $ | 781,927 | $ | 2,268,971 | $ | 1,467,138 | ||||||||
Property and related expenses |
621,962 | 406,806 | 1,119,339 | 769,092 | ||||||||||||
Net operating income, as defined |
604,690 | 375,121 | 1,149,632 | 698,046 | ||||||||||||
Equity in (losses) from real estate ventures |
| (60,659 | ) | (22,378 | ) | (142,661 | ) | |||||||||
Residential Properties: |
||||||||||||||||
Rental income |
338,786 | | 491,665 | | ||||||||||||
Property and related expenses |
48,235 | | 85,599 | | ||||||||||||
Net operating income, as defined |
290,551 | | 406,066 | | ||||||||||||
Equity in earnings from real estate ventures |
| 35,413 | 24,147 | 37,690 | ||||||||||||
Retail Properties: |
||||||||||||||||
Rental income |
417,385 | 366,774 | 826,741 | 752,549 | ||||||||||||
Property and related expenses |
117,824 | 112,033 | 247,945 | 239,116 | ||||||||||||
Net operating income, as defined |
299,561 | 254,741 | 578,796 | 513,433 | ||||||||||||
Equity in earnings from real estate ventures |
| 12,644 | | 20,016 | ||||||||||||
Self Storage Properties: |
||||||||||||||||
Rental income |
476,736 | 162,522 | 885,858 | 325,106 | ||||||||||||
Property and related expenses |
337,158 | 93,699 | 606,758 | 187,680 | ||||||||||||
Net operating income, as defined |
139,578 | 68,823 | 279,100 | 137,426 | ||||||||||||
Equity in earnings from real estate ventures |
| 13,196 | | 28,851 | ||||||||||||
Mortgage loan activity: |
||||||||||||||||
Interest income |
14,738 | 14,738 | 29,314 | 29,314 | ||||||||||||
Reconciliation to Net Income Available to Common Shareholders: |
||||||||||||||||
Total net operating income, as defined, for reportable segments |
1,349,118 | 714,017 | 2,444,677 | 1,322,115 | ||||||||||||
Unallocated other income: |
||||||||||||||||
Total other income |
13,104 | 20,883 | 25,443 | 22,274 | ||||||||||||
Unallocated other expenses: |
||||||||||||||||
General and administrative expenses |
805,319 | 518,790 | 1,567,788 | 1,069,462 | ||||||||||||
Interest expense |
498,909 | 224,623 | 876,064 | 451,179 | ||||||||||||
Depreciation and amortization |
889,681 | 506,944 | 1,667,163 | 1,000,467 | ||||||||||||
Net loss |
(831,687 | ) | (515,457 | ) | (1,640,895 | ) | (1,176,719 | ) | ||||||||
Noncontrolling interests |
57,719 | | 94,495 | | ||||||||||||
Net loss |
(889,406 | ) | (515,457 | ) | (1,735,390 | ) | (1,176,719 | ) | ||||||||
Preferred dividends |
(12,484 | ) | (21,962 | ) | (34,447 | ) | (43,925 | ) | ||||||||
Net loss attributable to common shareholders |
$ | (901,890 | ) | $ | (537,419 | ) | $ | (1,769,837 | ) | $ | (1,220,644 | ) | ||||
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June 30, | December 31, | |||||||
2010 | 2009 | |||||||
Assets: |
||||||||
Office Properties: |
||||||||
Land, buildings and improvements, net (1) |
$ | 44,640,159 | $ | 31,554,488 | ||||
Total assets (2) |
45,615,644 | 32,652,322 | ||||||
Investment in real estate ventures |
| 12,665,799 | ||||||
Residential Property: |
||||||||
Land, buildings and improvements, net |
9,180,900 | 1,571,935 | ||||||
Total assets |
9,248,398 | 1,594,248 | ||||||
Investment in real estate ventures |
| 1,526,830 | ||||||
Retail Properties: |
||||||||
Land, buildings and improvements, net (1) |
17,433,791 | 17,574,262 | ||||||
Total assets (2) |
17,626,385 | 17,746,702 | ||||||
Self-Storage Properties: |
||||||||
Land, buildings and improvements, net (1) |
25,873,148 | 21,241,275 | ||||||
Total assets (2) |
25,980,721 | 21,364,770 | ||||||
Mortgage loan activity: |
||||||||
Mortgage receivable and accrued interest |
920,216 | 920,216 | ||||||
Total assets |
920,216 | 920,216 | ||||||
Reconciliation to Total Assets: |
||||||||
Total assets for reportable segments |
99,391,364 | 88,470,887 | ||||||
Other unallocated assets: |
||||||||
Cash and cash equivalents |
10,125,688 | 9,298,523 | ||||||
Prepaid expenses and other assets, net |
4,041,318 | 2,222,427 | ||||||
Total Assets |
$ | 113,558,370 | $ | 99,991,837 | ||||
(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. |
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Six Months Ended June 30, | ||||||||
2010 | 2009 | |||||||
Capital Expenditures:(1) |
||||||||
Office Properties: |
||||||||
Acquisition of operating properties |
$ | | $ | 11,124,800 | ||||
Capital expenditures and tenant improvements |
483,238 | 312,201 | ||||||
Residential Property: |
||||||||
Acquisition of operating properties (2) |
| 981,750 | ||||||
Retail Properties: |
||||||||
Capital expenditures and tenant improvements |
89,559 | |||||||
Self Storage Properties: |
||||||||
Acquisition of operating properties |
4,875,000 | |||||||
Capital expenditures and tenant improvements |
31,587 | | ||||||
Total Reportable Segments: |
||||||||
Acquisition of operating properties |
4,875,000 | 11,124,800 | ||||||
Capital expenditures and tenant improvements |
604,384 | 312,201 | ||||||
Total real estate investments |
$ | 5,479,384 | $ | 11,437,001 | ||||
Total investments in real estate ventures |
$ | | $ | 981,750 | ||||
(1) | Total consolidated capital expenditures are equal to the same amounts disclosed for total
reportable segments. |
|
(2) | Included in investments in real estate ventures. |
9. SUBSEQUENT EVENTS
Following the recent acquisition of the Dubose Model Homes business, the Company has formed a new
REIT and two other related entities. The new REIT subsidiary is NetREIT Dubose Model Homes REIT,
Inc (NDMHR), a Maryland Corporation. NDMHR has been formed primarily to invest in properties
containing residential family dwellings constructed by builders for the purpose of showing the
builders floor plans, optional features and workmanship (Model Homes). NDMHR intends to purchase
Model Homes from home builders, or developers, and to lease back such Model Homes to their
respective builders as unoccupied units, generally for a lease term of one to three years, after
which the NDMHR intends to sell such Model Homes. NDMHR intends to own substantially all of its
assets and conduct its operations through a newly formed operating partnership called NetREIT
Dubose Model Home REIT, LP (Operating Partnership) which is a Delaware limited partnership.
In July 2010, the Company capitalized NDMHR with a contribution of its investments in Dubose
Acquisition Partners II and III and funded a $1.2 million convertible promissory note. NDMHR has
also commenced raising outside investor capital through a Private Placement Memorandum (PPM).
NDMHR intends to sell 1 million shares of its common stock at $10.00 per share, or $10 million
under the initial offering. The Company also has the option to increase the maximum offering amount
to 2 million shares or $20 million.
The Company formed NetREIT Advisors, LLC, a Delaware limited liability company, to serve as the
Advisor to NDMHR for managing, directing and supervising the operations and administration of the
NDMHR.
CHG Properties, Inc., an affiliate of the Company, will serve as the property manager for the
Operating Partnership.
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.
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ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion relates to our condensed consolidated financial statements and should be
read in conjunction with the financial statements and notes thereto appearing elsewhere in this
report. Statements contained in this Managements Discussion and Analysis of Financial Condition
and Results of Operations that are not historical facts may be forward-looking statements. Such
statements are subject to certain risks and uncertainties, which could cause actual results to
materially differ from those projected. Some of the information presented is forward-looking in
nature, including information concerning projected future occupancy rates, rental rate increases,
project development timing and investment amounts. Although the information is based on our
current expectations, actual results could vary from expectations stated in this report. Numerous
factors will affect our actual results, some of which are beyond our control. These include the
timing and strength of national and regional economic growth, the strength of commercial and
residential markets, competitive market conditions, and fluctuations in availability and cost of
construction materials and labor resulting from the effects of worldwide demand, future interest
rate levels and capital market conditions.
You are cautioned not to place undue reliance on this information, which speaks only as of the date
of this report. We assume no obligation to update publicly any forward-looking information,
whether as a result of new information, future events or otherwise, except to the extent we are
required to do so in connection with our ongoing requirements under federal securities laws to
disclose material information. For a discussion of important risks related to our business, and an
investment in our securities, including risks that could cause actual results and events to differ
materially from results and events referred to in the forward-looking information Item 1A and Item
7 included in the Form 10-K as filed with the Securities and Exchange Commission.
OVERVIEW AND BACKGROUND
We operate as a self-administered real estate investment trust (REIT) headquartered in San Diego
County, California, formed to own, operate and acquire income producing real estate properties.
FACTORS THAT MAY INFLUENCE FUTURE RESULTS OF OPERATIONS
Growth and Expansion. During the last three years, we have completed the acquisition of fourteen
income producing properties and we built our operational and administrative infrastructure,
including hiring a staff of quality employees, to give us the capability to become a large real
estate investing company as well as having the resources to deal with the additional burden of
compliance with the U.S. Securities and Exchange Commission (SEC) rules and regulations.
In March 2010, we added the Dubose Model Homes division with six new employees and a long history in the business of the
purchase and lease back of model homes from builders.
In the
process, and in addition to the cost of changing our state of incorporation from California to
Maryland, our general and administrative expenses have increased at a greater rate than our
operating income, resulting in net losses of $889,406 and $1,735,390 for the three months and the
six months ended June 30, 2010 and 2009, respectively.
As
we begin to generate revenues from the start-up of the Model Home business and as
our recently acquired properties become
stabilized and we continue to make additional property acquisitions, we expect revenues less rental
operating costs to increase at a greater rate than our general and administrative costs. Therefore,
we anticipate that our net loss will decline in the future
During the last twelve months we also experienced rapid growth, having increased capital by
approximately 36% to $75.6 million at June 30, 2010 from $55.5 million at June 30, 2009. Our
investment portfolio, consisting of real estate assets, lease intangibles, investment in real
estate ventures, land purchase option and mortgages receivable, have increased by approximately 33%
to $98.0 at June 30, 2010 compared to $73.9 million at June 30, 2009. The primary source of the
growth in the portfolio over this period was attributable to increase in capital from the net
proceeds of approximately $30.0 million from the sale of additional equity securities.
Our ability to grow and make new investments is highly dependent upon our ability to procure
external financing. Our principal source of external financing has been the issuance of common
stock and long-term mortgages secured by the properties. We currently have nine unencumbered
properties that we could borrow and secure such borrowing with those properties.
Acquisitions. As part of our growth strategy, we continually evaluate selected property
acquisition opportunities. We are presented and continually evaluate potential acquisitions and at
any point, may have multiple acquisitions under consideration at various stages from initial
review, negotiation and due diligence stages of completing a transaction while pending the
clearance of certain contingencies as well. During the first quarter of 2010, we did not
complete any acquisitions. During the second quarter of 2010, we completed the acquisition of the
Sparkys Rialto Self-Storage (formerly known as Las Colinas Self-Storage) located in Rialto,
California. The purchase price was $4.9 million. The property consists of approximately 7.5 acres
of land, 101,343 rentable square feet and approximately 771 self storage units.
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We actively seek potential acquisitions through regular communications with real estate brokers,
banks and other third parties. We are currently under contract to acquire the following properties:
A single tenant office building in San Diego, California consisting of 39,800 square feet.
We expect to purchase the property with cash on hand and to assume an existing mortgage loan
of approximately 60% of the purchase price with interest at 6.1% through the maturity date
of 2016. We also expect this purchase to close in the third quarter of 2010.
A multi-tenant office building in San Diego, California consisting of 57,685 square feet.
The property is approximately 87% occupied. We expect to purchase the property with cash on
hand and with a mortgage loan of approximately 50% of the purchase price with
interest at 4.65% for the first five years. We expect the purchase to close in the third
quarter of 2010.
We cannot provide assurances that the pending acquisitions described above will be consummated.
Economic Outlook. During 2010 the commercial real estate sector has seen an improvement based on
transactions and stabilization of vacancies following the economic and financial crisis of 2008 and
2009. However, the current economic environment is still characterized by a residential housing
slump, depressed commercial real estate valuations, weak consumer confidence, high unemployment and
concerns of inflation/deflation. The credit markets have been affected by numerous financial
systems around the world that have become illiquid and more are expected in 2010. Banks have
become less willing to lend to other banks and borrowers, including us.
The new Dodd-Frank Wall Street Reform and Consumer Protection Act which was signed into law by
President Obama in July 2010 will undoubtedly impact the capital-intensive commercial real estate
market, however, it may be years before the full extent of the impact will be known. The new law
will have a huge impact on the lending practices, capital requirements and involvement and
co-investment in private equity fundraising. The new legislation will have a more significant
impact on private equity real estate than on real estate investments trusts (REITs). We may be
impacted by increased costs of bank debt, however, we have access to many types of borrowings such
as insurance companies.
The conditions described above have created an environment of limited financing alternatives for
acquiring properties as lending institutions have cut back on making loans and tightened credit
standards. Continued market volatility could impact our ability to finance future property
acquisitions on attractive terms. In addition, this difficult economic environment may make it
difficult for our tenants to continue to meet their obligations to us.
The effect of the credit market or deterioration in individual tenant credit may lower the market
values of properties. We generally seek three to five year leases with our tenants to mitigate the
impact that fluctuations in interest rates have on the values of our investment portfolio.
Economic growth rates have shown trends of stabilizing in recent periods and inflation rates in the
United States has remained low although it is expected that inflation rates are going to increase
in the future. Changes in inflation/deflation are sometimes associated with changes in long-term
interest rates, which may have a negative impact on the value of the portfolio we own. To mitigate
this risk, we will continue to lease our properties with fixed rent increases and/or with scheduled
rent increases based on formulas indexed to increases in the Consumer Price Index (CPI) or other
indices for the jurisdiction in which the property is located. To the extent that the CPI
increases, additional rental income streams may be generated from these leases and thereby mitigate
the impact of inflation.
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Table of Contents
Management Evaluation of Results of Operations
Management evaluates our results of operations with a primary focus on increasing and enhancing the
value, quality and quantity of properties and seeking to increase value in our real estate.
Management focuses its efforts on improving underperforming assets through re-leasing efforts,
including negotiation of lease renewals, or selectively selling assets in order to increase value
in our real estate portfolio. The ability to increase assets under management is affected by our
ability to raise capital and our ability to identify appropriate investments.
Managements evaluation of operating results includes an assessment of our ability to generate cash
flow necessary to fund distributions to our shareholders. As a result, managements 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. Managements
evaluation of our potential for generating cash flow includes assessments of our recently acquired
properties, our unstabilized properties, the long-term sustainability of our real estate portfolio,
our future operating cash flow from anticipated acquisitions, and the proceeds from sales of our
real estate.
In light of the highly distressed nature of the commercial real estate economy in 2009 and into
2010, we exercised extreme caution with respect to potential property acquisitions, and
consequently we consummated fewer property acquisitions which resulted in the accumulation of
significant cash balances that earn us a very low yield. In addition, our current cash flow from
operating activities has been significantly impacted by the increase in general and administrative
expenses required to facilitate our growth. We anticipate that as our existing properties are
stabilized and fully reflected in the annual cash flow and as we acquire additional properties with
the significant cash balances and ongoing net proceeds from our private offering of common stock,
our revenues will increase at a faster rate than our general and administrative expenses due to
efficiencies of scale. We therefore believe that when all properties are operating at stabilized
rates, when excess available cash on hand is fully invested with future cash and with acquisitions
from continuing capital raising activities, we will be able to fund our future distributions to our
shareholders from cash flow from operations.
As of June 30, 2010, the Company owned or had an equity interest in seven office buildings (Office
Properties) which total approximately 354,000 rentable square feet, three retail shopping centers
and a 7-Eleven property (Retail Properties) which total approximately 85,000 rentable square
feet, five self-storage facilities (Self-Storage Properties) which total approximately 487,000
rentable square feet, investments in two limited partnerships with 19 model homes and one 39 unit
apartment building (Residential Properties). Effective March 1, 2010 the Company obtained the
rights to manage the role of the general partner for these two partnerships and, as a result, has
consolidated this partnership as its activity as managing the role of the general partner.
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Our properties are located primarily in Southern California and Colorado with a single property
located in Wyoming. We do not develop properties but acquire properties that are stabilized or that
we anticipate will be stabilized within two 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 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. Most of our office and retail properties are leased to a variety of tenants ranging from
small businesses to large public companies, many of which do not have publicly rated debt. We have
in the past entered into, and intend in the future to enter into, 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 specific base years.
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 been experiencing decreases in rental rates in many of our
submarkets due to continuing 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 Residential Properties and Self-Storage Properties are rented pursuant to a rental agreement
that is 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 our 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 advertisements, flyers, websites,
etc. to secure new tenants to fill any vacancies.
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CRITICAL ACCOUNTING POLICIES
The presentation of financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses for the
reporting period. Certain accounting policies are considered to be critical accounting policies, as
they require management to make assumptions about matters that are highly uncertain at the time the
estimate is made, and changes in the accounting estimate are reasonably likely to occur from period
to period. As a company primarily involved in owning income generating real estate assets,
management believes the following critical accounting policies reflect our more significant
judgments and estimates used in the preparation of our financial statements. For a summary of all
of our significant accounting policies, see note 2 to our financial statements included elsewhere
in this report.
Federal Income Taxes. We have elected to be taxed as a Real Estate Investment Trust (REIT) under
Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the Code), for federal
income tax purposes. To qualify as a REIT, we must distribute annually at least 90% of adjusted
taxable income, as defined in the Code, to our shareholders 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 shareholders within the prescribed limits. However, taxes will be provided for those
gains which are not anticipated to be distributed to shareholders 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 Companys ordinary income plus 95% of the Companys
capital gain net income over cash distributions.
Earnings and profits that determine the taxability of distributions to shareholders 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 years ended December 31, 2009 and 2008,
all distributions were considered return of capital to the shareholders and therefore non-taxable.
We believe that we have met all of the REIT distribution and technical requirements for the six
months ended June 30, 2010 and for the year ended December 31, 2009.
REAL ESTATE ASSETS
Property Acquisitions. We account for our acquisitions of real estate in accordance with accounting
principles generally accepted in the United States of America (GAAP) requiring that the purchase
price of acquired properties be allocated to the acquired tangible assets and liabilities,
consisting of land, building, tenant improvements, a land purchase option, long-term debt and
identified intangible assets and liabilities, consisting of the value of above-market and
below-market leases, the value of in-place leases, unamortized lease origination costs and tenant
relationships, based in each case on their fair values.
We allocate the purchase price to tangible assets of an acquired property (which includes land,
building and tenant improvements) based on the estimated fair values of those tangible assets,
assuming the building was vacant. Estimates of fair value for land, building and building
improvements are based on many factors including, but not limited to, comparisons to other
properties sold in the same geographic area and independent third party valuations. We also
consider information obtained about each property as a result of its pre-acquisition due diligence,
marketing and leasing activities in estimating the fair values of the tangible and intangible
assets and liabilities acquired.
The total value allocable to intangible assets acquired, which consists of unamortized lease
origination costs, in-place leases and tenant relationships, are allocated based on managements
evaluation of the specific characteristics of each tenants lease and our overall relationship with
that respective tenant. Characteristics considered by management in allocating these values include
the nature and extent of the existing business relationships with the tenant, growth prospects for
developing new business with the tenant, the remaining term of the lease and the tenants credit
quality, among other factors.
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The value allocable to above or below market component of an acquired in-place lease is determined
based upon the present value (using a market discount rate) of the difference between (i) the
contractual rents to be paid pursuant to the lease over its remaining term, and (ii) managements
estimate of rents that would be paid using fair market rates over the remaining term of the lease.
The amounts allocated to above or below market leases are included in lease intangibles, net in the
accompanying balance sheets and are amortized on a straight-line basis as an increase or reduction
of rental income over the remaining non-cancelable term of the respective leases.
The land lease acquired with the World Plaza acquisition in 2007 has a fixed purchase price option
cost of $181,710 at the termination of the lease in 2062. Management valued the land option at its
residual value of $1,370,000, based upon comparable land sales adjusted to present value. The
difference between the strike price of the option and the recorded cost of the land purchase option
is approximately $1.2 million. Accordingly, management has determined that exercise of the option
is considered probable. The land purchase option was determined to be a contract based intangible
asset associated with the land. As a result, this asset has an indefinite life and is treated as a
non-amortizable asset. The amount is included as land purchase option in the accompanying balance
sheets.
The value of in-place leases, unamortized lease origination costs and tenant relationships are
amortized to expense over the remaining term of the respective leases, which range from less than a
year to ten years. The amount allocated to acquire in-place leases is determined based on
managements assessment of lost revenue and costs incurred for the period required to lease the
assumed vacant property to the occupancy level when purchased. The amount allocated to
unamortized lease origination costs is determined by what the Company would have paid to a third
party to recruit a new tenant reduced by the expired term of the respective lease. The amount
allocated to tenant relationships is the benefit resulting from the likelihood of a tenant renewing
its lease. Amortization expense related to these assets was $107,877 and $91,498 for the three
months ended June 30, 2010 and 2009, respectively. Amortization expense related to these assets was
$217,074 and $188,206 for the six months ended June 30, 2010 and 2009, respectively.
Estimates of the fair values of the tangible and intangible assets require us to estimate market
lease rates, property-operating expenses, carrying costs during lease-up periods, discount rates,
market absorption periods, and the number of years the property will be held for investment. The
use of inappropriate estimates would result in an incorrect assessment of our purchase price
allocation, which would impact the amount of our net income.
Sales of Undivided Interests in Properties. Gains from the sale of undivided interests in
properties will not be recognized under the full accrual method until certain criteria are met.
Gain or loss (the difference between the sales value and the proportionate cost of the partial
interest 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 June 30, 2010 and December 31, 2009, we did not classify any properties as held for sale.
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Depreciation and Amortization of Buildings and Improvements. Land, buildings and improvements are
recorded at cost. Major replacements and betterments, which improve or extend the life of the
asset, are capitalized and depreciated over their estimated useful lives, while ordinary repairs
and maintenance are expensed as incurred. The cost of buildings and improvements are depreciated
using the straight-line method over estimated useful lives ranging from 30 to 55 years for
buildings, improvements are amortized over the shorter of the estimated life of the asset or term
of the tenant lease which range from 1 to 10 years, and 4 to 5 years for furniture, fixtures and
equipment. Depreciation expense for buildings and improvements for the three months ended June 30,
2010 and 2009, was $753,178 and $415,446, respectively. Depreciation expense for buildings and
improvements for the six months ended June 30, 2010 and 2009, was $1,397,186 and $818,978,
respectively.
Impairment of Real Estate Assets. We review the carrying value of each 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, we
prepare a projection of the undiscounted future cash flows, without interest charges, of the
specific property and determine if the investment in such property is recoverable. If impairment is
indicated, the carrying value of the property would be written down to its estimated fair value
based on the our best estimate of the propertys discounted future cash flows. There have been no
impairments recognized on the Companys real estate assets at December 31, 2009 and 2008 and, as of
June 30, 2010, management does not believe that any indicators of impairment were evident.
Our strategy is to hold properties for long-term use. If our strategy and or market conditions
change or we decide to dispose of an asset, we may be required to recognize an impairment loss to
reduce the property to the lower of carrying amount or fair value and such a loss could potentially
be material and could adversely affect our results of operations.
Intangible Assets. Lease intangibles represents the allocation of a portion of the purchase price
of a property acquisition representing the estimated value of in-place leases, unamortized lease
origination costs, tenant relationships and a land purchase option. Intangible assets are comprised
of finite-lived and indefinite-lived assets. Indefinite-lived assets are not amortized.
Finite-lived intangibles are amortized over their expected useful lives. We assess our intangible
assets for impairment at least annually.
We are required to perform a test for impairment of other definite and indefinite lived intangible
assets at least annually, and more frequently as circumstances warrant. Our testing date is the end
of our calendar year. Based on our current reviews, no impairment was deemed necessary at December
31, 2009 or 2008 and, as of June 30, 2010, management does not believe that any indicators of
impairment were evident.
Other intangible assets that are not deemed to have an indefinite useful life are amortized over
their estimated useful lives. The carrying amount of intangible assets that are not deemed to have
an indefinite useful life is regularly reviewed for indicators of impairments in value. Impairment
is recognized only if the carrying amount of the intangible asset is considered to be unrecoverable
from its undiscounted cash flows and is measured as the difference between the carrying amount and
the estimated fair value of the asset. Based on the review, no impairment was deemed necessary at
December 31, 2009 or 2008 and, as of June 30, 2010, management does not believe that any indicators
of impairment were evident.
Investments in Real Estate Ventures. We analyze our investments in joint ventures to determine
whether the joint venture should be accounted for under the equity method of accounting or
consolidated into the financial statements. The Company has determined that the investors held as a
tenant in common in its real estate ventures have certain protective and substantive participation
rights that limit our control of the investment. Therefore, our share of investment in these real
estate ventures was accounted for under the equity method of accounting in the accompanying
financial statements while the properties were held as a tenant in common.
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Under the equity method, our investment in real estate ventures is stated at cost and adjusted for
our share of net earnings or losses and reduced by distributions. Equity in earnings of real estate
ventures is generally recognized based on our ownership interest in the earnings of each of the
unconsolidated real estate ventures. For the purposes of presentation in the statement of cash
flows, we follow the look through approach for classification of distributions from joint
ventures. Under this approach, distributions are reported under operating cash flow unless the
facts and circumstances of a specific distribution clearly indicate that it is a return of capital
(e.g., a liquidating dividend or distribution of the proceeds from the joint ventures sale of
assets) in which case it is reported as an investing activity. Management assesses whether there
are any indicators that the value of our investments in unconsolidated real estate ventures may be
impaired when events or circumstances indicate that there may be an impairment. An investment is
impaired if managements estimate of the fair value of the investment is less than its carrying
value. To the extent impairment has occurred, and is considered to be other than temporary, the
loss is measured as the excess of the carrying amount of the investment over the fair value of the
investment. The Company did not have any investments in real estate ventures as of June 30, 2010.
No impairment charges were recognized for the year ended December 31, 2009.
Revenue Recognition. We recognize revenue from rent, tenant reimbursements, and other revenue once
all of the following criteria are met:
| persuasive evidence of an arrangement exists; |
| delivery has occurred or services have been rendered; |
| the amount is fixed or determinable; and |
| the collectability of the amount is reasonably assured. |
Annual rental revenue is recognized in rental revenues on a straight-line basis over the term of
the related lease.
Certain of our leases currently contain rental increases at specified intervals. We record as an
asset, and include in revenues, deferred rent receivable that will be received if the tenant makes
all rent payments required through the expiration of the initial term of the lease. Deferred rent
receivable in the accompanying balance sheets includes the cumulative difference between rental
revenue recorded on a straight-line basis and rents received from the tenants in accordance with
the lease terms. Accordingly, we determine, in our judgment, to what extent the deferred rent
receivable applicable to each specific tenant is collectible. We review material deferred rent
receivable, as it relates to straight-line rents, on a quarterly basis and take into consideration
the tenants payment history, the financial condition of the tenant, business conditions in the
industry in which the tenant operates and economic conditions in the area in which the property is
located. In the event that the collectability of deferred rent with respect to any given tenant is
in doubt, we record an increase in the allowance for uncollectible accounts, we record a direct
write-off of the specific rent receivable. No such reserves related to deferred rent receivables
have been recorded as of June 30, 2010 or December 31, 2009.
Interest income on mortgages receivable is accrued as it is earned. The Company stops accruing
interest income on a loan if it is past due for more than 90 days or there is doubt regarding
collectability of the loan principal and/or accrued interest receivable.
New Accounting Pronouncements. There are currently no recently issued accounting pronouncements
that are expected to have a material effect on our financial condition and results of operations in
future periods.
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THE FOLLOWING IS A COMPARISON OF OUR RESULTS OF OPERATIONS
Our results of operations for the three and six months ended June 30, 2010 and 2009 are not
indicative of those expected in future periods as we expect that rental income, interest expense,
rental operating expense, general and administrative expense and depreciation and amortization will
significantly increase in future periods as a result of the assets acquired over the last three
years and as a result of anticipated growth through future acquisitions of real estate related
investments.
RECENT EVENTS HAVING SIGNIFICANT EFFECT ON RESULTS OF OPERATIONS COMPARISONS
Property Acquisitions
In January 2009, we acquired the Morena Office Center, an office building located in San Diego,
California. The purchase price for the property was $6.6 million. We purchased the property with
$3.4 million cash and a $3.2 million draw on our former line of credit facility. This property
consists of approximately 26,784 square foot building on approximately 0.62 acres. There are a full
three months of results of operations for this property included for the quarters ended June 30,
2009 and June 30, 2010. There are also a full six months included in the six months ended June 30,
2009 and June 30, 2010.
In February 2009, we formed Fontana Medical Plaza, LLC (FMP) with Fontana Dialysis LLC and we are
the Managing Member and 51% owner of FMP. On February 19, 2009, FMP assumed an agreement to
purchase the Fontana Medical Plaza located in Fontana, California. The purchase price for the
property was $1,900,000. We purchased the property with $800,000 cash and a $1,100,000 draw on our
former line of credit facility. The property consists of approximately 10,500 square feet and was
unoccupied at the time of acquisition. The FMP has also assumed a lease agreement for a tenant to
occupy 100% of the building for ten years with three five year renewal options. The new tenant
commenced paying rent in November 2009. The lease agreement requires annual rent payments during
the first five years of $259,973 increasing by 12.5% on the fifth year anniversary and on each five
year anniversary thereafter. There are a full three months of results of operations for this
property included for the quarters ended June 30, 2009 and June 30, 2010. There are approximately
five months of operations included in the six months ended June 30, 2009 and a full six months of
operations included in the six months ended June 30, 2010.
In March 2009, we acquired The Rangewood Medical Office Building (Rangewood) located in Colorado
Springs, Colorado. The purchase price for the property was $2.6 million. We purchased the property
with $200,000 cash and a $2,430,000 draw on our former line of credit facility. Rangewood is a
3-story, Class A medical office building of approximately 18,222 rentable square feet. There are a
full three months of results of operations for this property included for the quarters ended June
30, 2009 and June 30, 2010. There are approximately four months of operations included in the six
months ended June 30, 2009 and a full six months of operations included in the six months ended
June 30, 2010.
In August 2009, we acquired Sparkys Thousand Palms Self-Storage (formerly known as Monterey Palms
Self-Storage) (Thousand Palms) located in Thousand Palms, California. The purchase price for the
Property was $6.2 million. We paid the purchase price through a cash payment of $1.5 million which
was applied to closing costs and fees and to an existing loan secured by Thousand Palms, and
assumed a nonrecourse, variable interest rate, promissory note with a principal balance after the
closing of $4.7 million. The property consists of nine (9) single story, Class A buildings,
constructed of reinforced concrete masonry and metal construction with 113,126 rentable square feet
comprised of 549 storage units which range in size from 25 to 300 square feet, and 94 enclosed RV
and boat storage units that range in size from 150 to 600 square feet. There are no results of
operations for this property included for the quarter ended June 30, 2009 and a full three months
of operations included for the quarter ended June 30, 2010. There are no results of operations
included in the six months ended June 30, 2009 and a full six months included in the six months
ended June 30, 2010.
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In December 2009, we completed the acquisition of Sparkys Hesperia East Self-Storage
(formerly known as St. Thomas Self-Storage) located in Hesperia California. The purchase price for
the property was $2.8 million. We paid the purchase price through a cash payment of $1.1 million
and a promissory note in the amount of $1.7 million. The Property consists of sixteen (16) single
story, Class A buildings, constructed of reinforced concrete masonry and metal construction with
72,940 rentable square feet comprised of 479 storage units which range in size from 25 to 300
square feet. The property also includes an onsite lobby and management offices as well as a
managers living quarter. There are no results of operations for this property included for the
quarter ended June 30, 2009 and a full three months of operations included for the quarter ended
June 30, 2010. There are no results of operations included in the six months ended June 30, 2009
and a full six months included in the six months ended June 30, 2010.
In February 2010, the Company acquired the rights to use of the name Dubose Model Homes USA
(DMHU) and the former employees of DMHU. In addition, the Company entered into a management
agreement to manage the existing partnerships of DMHU in return for the rights to receive
management fees from these partnerships. DMHU has historically invested in model homes and leased
them back to the developers for a period of three to five years at which time the model homes are
sold. NetREIT intends to begin to invest in model homes and lease them back to the developers under
similar terms. NetREIT had invested approximately $1.5 million and was a limited partner in two
different limited partnerships of which DMHU was the general partner.
In May 2010, the Company completed the acquisition of Sparkys Rialto Self Storage (Formerly known
as Las Colinas Self Storage) located in Rialto, California. The purchase price was $4.9 million.
The Company paid the purchase price through a cash payment of approximately $2.0 million and a
promissory note in the amount of approximately $2.9 million. The property consists of
approximately 7.5 acres of land, 101,343 rentable square feet and approximately 771 self storage
units. There are no results of operations for this property included for the quarter ended June 30,
2009 and a approximately one month of operations included for the quarter ended June 30, 2010.
There are no results of operations included in the six months ended June 30, 2009 and approximately
two months included in the six months ended June 30, 2010.
Sales of Undivided Interests in Properties and Subsequent Conversion to Partnerships Accounting
Implications.
Casa Grande Apartments
In March 2008, we sold an undivided 54.92% interest in the Casa Grande Apartments located in
Cheyenne, Wyoming. The purchasers paid $1.0 million, net of transaction costs, in cash.
In December 2008, we sold an additional undivided 25.0% interest in the Casa Grande Apartments. The
purchaser paid $0.5 million, net of transaction costs, in cash.
In 2009, the Company and the other tenants in common in the property contributed their respective
interests in Casa Grande into a DOWNREIT Partnership for which we serve as general partner and in
which we own a 20.07% equity interest.
The results of operations for the three months ended March 31, 2009 were reported under the equity
method of accounting. Due to the change in ownership structure and control, the partnership results
of operations were consolidated with the results of operations of the Company for the three and six
months ended June 30, 2010.
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Sparkys Palm Self-Storage
In October 2008, we sold an undivided 25.3% interest in the Sparkys Palm Self Storage. The
purchaser paid $1.4 million, net of transaction costs, in cash.
In December 2008, we sold an additional undivided 9.33% interest in the Sparkys Palm Self Storage.
The purchaser paid $0.5 million, net of transactions costs in cash.
In December 2008, we sold a further undivided 13.4% interest in the Sparkys Palm Self Storage. The
purchaser paid $0.7 million, of which $0.4 million was paid in cash and a $0.3 million promissory
note was issued secured by the interest in the property.
In 2009, the Company and the other tenants in common in the property contributed their respective
interests in Sparkys Palm Self-Storage into a DOWNREIT Partnership for which we serve as general
partner and in which we own an approximate 51.97% equity interest.
The results of operations for the three and six months ended June 30, 2009 were reported under the
equity method of accounting. Due to the change in ownership structure and control, the partnership
results of operations were consolidated with the results of operations of the Company for the three
months and six months ended June 30, 2010.
Garden Gateway Plaza
In October 2008, we sold an undivided 5.99% interest in the Garden Gateway Plaza. The purchaser
paid $1.0 million, of which $0.4 million was paid in cash and a $0.6 million promissory note was
issued secured by the interest in the property.
Effective February 1, 2010, the Company and the other tenant in common in the property contributed
their respective interests in Garden Gateway Plaza into a DOWNREIT Partnership for which we serve
as general partner and in which we own an approximate 94.01% equity interest.
The results of operations for the three and six months ended June 30, 2009 and the first month of
2010 were reported under the equity method of accounting. Due to the change in ownership structure
and control, the partnership results of operations were consolidated with the results of operations
of the Company for the three months ended June 30, 2010 and for five of the six months ended June
30, 2010.
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Financing
In February 2005, we commenced a private placement offering of up to $50 million of (i) Series AA
Preferred Stock and (ii) units, each unit consisting of two shares of our common stock and a
warrant to purchase one share of our common stock at an exercise price of $12.00 (now $9.87, as
adjusted for stock dividends) exercisable as of the date of issuance. These warrants expired on
March 31, 2010. Each Unit was priced at $20.00 and the Series AA Preferred Stock was priced at
$25.00 per share. A total of 433,204 Units were sold in this offering comprising an aggregate of
433,204 warrants to purchase common stock and 866,408 shares of common stock, and a total of 50,200
shares of the Series AA Preferred Stock were sold in this offering. All of the preferred stock was
redeemed at liquidation value in May 2010.
In October 2006 we terminated our offering of Series AA Preferred Stock and Units, and we commenced
a new offering of up to $200 million in shares of our common stock at a price of $10.00 per share.
Net proceeds received from these offerings, after commissions, due diligence fees, and syndication
expenses, were approximately $7.5 million for the six months ended June 30, 2010 and $9.5 million
for the six months ended June 30, 2009. The net proceeds were primarily used to acquire properties
and to expand our administrative staff and support capabilities to levels commensurate with our
increasing assets and staff requirements. The Company has accumulated cash balances in 2010 as we
attempt to acquire additional properties. The Company is currently under contract to purchase two
office buildings.
Mortgage Loan Receivables
Mortgage loan receivables have been a very minor source of revenue to us since our inception. No
mortgage loan receivables were originated during 2010 or 2009 and as a general policy, we are not
in the business of originating mortgage loans.
In 2007, we originated three loans to one borrower secured by land to be developed into a senior
assisted living housing facility (the Default Property). The borrower defaulted on the notes at
the end of 2008 at a time when the balance due to us, including accrued interest, was approximately
$2.1 million.
During 2009, we acquired title to the Default Property. In connection with acquiring title to the
Default Property, we entered into an exclusive option to sell the Default Property to the original
borrower. The selling price is equal to the face value of the notes, all accrued interest through
the date we acquired title to the Default Property, all costs incurred to maintain the Default
Property including taxes and insurance plus additional charges equal to 1.75% of the outstanding
balance per month from June 2009 through the date the option is exercised. The selling price was
set at approximately $2.3 million as of the closing date and increases by a minimum of
approximately $41,000 monthly, plus reimbursable expenses, until 18 months from the date we
acquired title, or December 2010, at which time the exclusive option to sell the Default Property
expires. We do not anticipate incurring any losses with respect to the Default Property.
In connection with the sale of two properties to unrelated tenants in common during 2008, we
received mortgage notes receivable totaling $920,216 with interest rates ranging from 6.25% to
6.50% and due dates of October 1, 2013. The loans call for interest only payments and both were
current as of June 30, 2010. Both notes are secured by the mortgagees interest in their respective
property.
As of June 30, 2010 and December 31, 2009, the aggregate total of mortgage notes receivable
outstanding is $920,216, or less than 1% of total assets.
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Comparison of the Three Months Ended June 30, 2010 to the Three Months Ended June 30, 2009
Revenues
Non-GAAP Supplemental Financial Measure: Rental Income and Rental Operating Costs before adjustment
for Properties Accounted for Under the Equity Method.
As explained above under Sales of Undivided Interests in Properties- Accounting Implications we
sold partial interests in four of our properties. Originally, the properties were held as tenants
in common (TIC) with the other investors. While held as a TIC, the investor had certain
protective and participating rights of ownership that prevented us from reporting the results of
operations from the property on a gross rental income and rental operating cost basis. Instead,
under the equity method used for GAAP purposes, we reported only its share of net income based upon
its percentage share of its investment in the less than wholly owned property. For the first six
months of 2009 all results of operations for these properties were reported under the equity
method. In late 2009, the ownership of the three of the four properties converted from TIC
interests to limited partnerships.
Effective February 1, 2010, Garden Gateway Plaza, the last property held under TIC ownership also
converted to limited partnership.
As a result of the change in the Companys ability to influence and control the Partnerships, we
began to account for the partnerships as subsidiaries of the Company and they are fully
consolidated in the financial statements. Our year to year comparability has been affected by this
change in accounting methodology. For the first six months of 2010, the results for all properties
that were accounted for under the equity method in 2009 except for the Garden Gateway Plaza results
of operations are fully consolidated. Garden Gateway Plaza is included on a fully consolidated
basis for five months in the six month period ended June 30, 2010. All the aforementioned
properties were accounted for under the equity method for the three months and six months ended
June 30, 2009.
Effective March 1, 2010, in connection with the Dubose Model Home acquisition described above under
Recent Events, the Company also had a change in its ability to influence and control its
investments in two limited partnerships investments we acquired in 2009. As a result, the
accounting methodology was changed from equity method to full consolidation for the full three of
the three months ended June 30, 2010 and for four of the six months ended June 30, 2010.
Management has chosen to provide an integrated analysis that includes a non-GAAP supplemental
measure because we manage our real estate portfolio in this manner and we consider this computation
to be an appropriate supplemental measure of comparable period to period rental income and rental
operating costs.
Our calculations of grossed-up rental income and rental operating costs may be different from
calculations used by other companies. This information should not be considered as an alternative
to the equity method under GAAP.
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The following table reflects the adjustments made to reconcile from the equity method used to the
actual results had we reported based on total gross rental income and rental operating costs of all
properties including properties less than 100% owned.
Three months ended June 30, 2010 | Three months ended June 30, 2009 | |||||||||||||||||||||||
Equity Method | Equity Method | |||||||||||||||||||||||
As Reported | Adjustments | Grossed-up | As Reported | Adjustments | Grossed-up | |||||||||||||||||||
Rental income |
$ | 2,459,559 | $ | | $ | 2,459,559 | $ | 1,311,223 | $ | 639,880 | $ | 1,951,103 | ||||||||||||
Rental operating costs |
1,125,179 | | 1,125,179 | 612,538 | 261,578 | 874,116 | ||||||||||||||||||
Net operating income |
$ | 1,334,380 | $ | | $ | 1,334,380 | $ | 698,685 | $ | 378,302 | $ | 1,076,987 | ||||||||||||
Rental income as reported, was $2,459,559 for the three months ended June 30, 2010, compared
to $1,311,223 for the same period in 2009, an increase of $1,148,336, or 87.6%. On a grossed-up
basis, rental income was the same $2,459,559, for the three months ended June 30, 2010, compared to
$1,951,103 for the same period in 2009, an increase of $508,456, or 26.1%. The increase in rental
income as reported in 2010 compared to 2009 is primarily attributable to:
| The addition of two properties acquired in 2009 and consolidating our investment in two
limited partnerships, which generated an additional $463,969 of rent revenue in the three
month period ended June 30, 2010 compared to the same period in 2009; |
| An increase of 72,945 in the three month period ended June 30, 2010 for same properties owned
for both of the three month periods; and |
| Rental income was increased by approximately $611,477 for properties accounted for under the
equity method of accounting in 2009 and excluded from rental income and converted to the full
consolidation in 2010 as discussed above. |
Rental revenues are expected to continue to increase in future periods, as compared to historical
periods, as a result of owning the assets acquired during 2009 for an entire year and future
acquisitions of real estate assets.
Interest income was $27,842 for the three months period ended June 30, 2010, compared to $35,621
for the same period in 2009, a decrease of $7,779, or 21.8%. The decrease was primarily
attributable to a decrease in cash balances in 2010 that were invested in interest bearing
accounts.
Rental Operating Expenses
Rental operating expenses were $1,125,179 for the three month period ended June 30, 2010 compared
to $612,538 for the same period in 2009, an increase of $512,641, or an increase of 83.7%. The
increase in operating expense year over year is primarily attributable to the same reasons that
rental revenue increased. Rental operating expenses on a grossed-up basis as a percentage of
grossed-up rental income was 45.7% and 44.8% for the three months ended June 30, 2010 and 2009,
respectively. The increase in operating expenses as a percentage of revenue is due to the addition
of three self-storage facilities that were non-stabilized at the time of acquisition. Two of these
properties were added in the second half of 2009 and one was added in May 2010. As these facilities
become stabilized, operating expenses as a percentage of rent income will decline due to the fixed
nature of the operating expenses.
Rental operating expenses 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.
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Interest Expense
Interest expense, including amortization of deferred finance charges, increased by $274,286, or
122.1% during the three month period ended June 30, 2010 compared to the same period in 2009. The
primary reason for the increase is attributable to interest expense on the Garden Gateway Plaza
property that had been included in equity in earnings (losses) of real estate ventures since the
sale of an undivided interest in Garden Gateway in October 2008 through January 31, 2010. Effective
February 1, 2010, the Garden Gateway Plaza property is consolidated in the financial statements.
Interest on the Garden Gateway loan included in interest expense during the three months ended June
30, 2010 was $151,578, compared to zero interest that was included for the same period in 2009. The
balance of the increase in interest expense was due to the addition of two new mortgage notes
payable issued in the second half of 2009, the addition of interest expense on the Dubose
Acquisition Partners II and III limited partnerships and a new mortgage note payable with the
acquisition of Sparkys Rialto. During the three month period ended June 30, 2010, the average
balance of the mortgage loans on eight of the properties was $33.7 million while the average for
the same period in 2009 on five properties was $23.5 million. The weighted average interest rate as
of June 30, 2010 was 5.84% compared to 6.10% as of June 30, 2009.
The following is a summary of our interest expense on loans by property for the three months ended
June 30, 2010 and 2009:
Date Acquired | 2010 | 2009 | ||||||||
Havana/Parker Complex |
June 2006 | $ | 55,369 | $ | 56,478 | |||||
Garden Gateway Plaza |
March 2007 | 151,578 | | |||||||
World Plaza |
September 2007 | 44,068 | 45,987 | |||||||
Executive Office Park |
July 2008 | | 48,293 | |||||||
Waterman Plaza |
August 2008 | 60,803 | 61,881 | |||||||
Sparkys Thousand Palms Self-Storage |
August 2009 | 63,182 | | |||||||
Sparkys Hesperia East Self-Storage |
December 2009 | 22,137 | | |||||||
Interest on Dubose Acquisition Partners II and III notes |
2009 | 73,501 | | |||||||
Sparkys Rialto Self-Storage |
May 2009 | 21,498 | ||||||||
Amortization of deferred financing costs |
6,773 | 11,984 | ||||||||
$ | 498,909 | $ | 224,623 | |||||||
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General and Administrative Expenses
General and administrative expenses increased by $286,529 to $805,319 for the three months ended
June 30, 2010, compared to $518,790 in the same period in 2009. As a percentage of rental income,
including rental income from joint ventures, general and administrative expenses were 32.7% and
26.6% for the three months ended June 30, 2010 and 2009, respectively. In comparing our general and
administrative expenses with other REITs, you should take into consideration that we are a self
administered REIT, which means such expenses are greater for us than an advisory administered REIT.
For the three months ended June 30, 2010, our salaries and employee related expenses increased
$239,443 to $452,887 compared to $213,444 for the same three months in 2009. The increase in salary
and employee expenses in 2010 was attributable to the Company adding six employees in connection
with the Dubose Model Home acquisition that will not generate revenue until the model home division
is fully functional which is expected to occur in the third quarter, 2010. In addition, the Company
hired a Senior Vice-President Asset Management, with extensive real estate experience, to manage
the existing portfolio and to help with growing the Company through identification of potential
property acquisitions. Further, the vesting of non-cash compensation related to restricted stock
grants to employees was approximately $12,300 greater for the three months ended June 30, 2010
compared to the same period in 2009. We anticipate an increase in staff and compensation costs as
our capital and portfolio continue to increase. However, we anticipate that these costs as a
percentage of total revenue will decline in future years.
Legal, accounting and public company related expenses and decreased by $9,308, to $126,460 for the
three month period ended June 30, 2010, compared to $133,841 during the same period in 2009. The
decrease is primarily due to the prior year accounting effort responding to the Securities and
Exchange (SEC) inquiries and completing the year end 2009 audit and SEC filings for all of 2008
through the first quarter 2009. In the second quarter 2009, the Company incurred approximately
$70,000 in audit fees compared to less than $20,000 in the second quarter 2010. In addition, for
the three months ended June 30, 2009, the Company incurred approximately $17,000 in legal fees in
connection with our SEC inquiries. The second quarter 2010 is also higher than a normal quarter due
to additional costs associated with the legal costs incurred with respect to the Companys effort
to reincorporate in the state of Maryland which was approved by shareholders in May 2010. The legal
fees and additional proxy solicitation costs associated with the Maryland reincorporation were
approximately $140,000 of expense incurred during the three months ended June 30, 2010.
Directors compensation expense that consisted of non-cash amortization of restricted stock grants
was approximately $19,800 higher for the three months ended June 30, 2010 over the same period in
prior year due to the addition of a new independent director and an additional annual grant of
restricted stock to all independent directors.
Net Loss
Net loss for the three months ended June 30, 2010 was $889,406, or $0.08 loss per share, compared
to a net loss for the three months ended June 30, 2009 of $515,457, or $0.07 loss per share. The
increase in net loss of $373,949 in the three month period ended June 30, 2010 was primarily
attributable to increased general and administrative expenses and depreciation expense, as
discussed above.
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Comparison of the Six Months Ended June 30, 2010 to the Six Months Ended June 30, 2009
Revenues
Non-GAAP Supplemental Financial Measure: Rental Income and Rental Operating Costs before adjustment
for Properties Accounted for Under the Equity Method.
As explained above under Sales of Undivided Interests in Properties- Accounting Implications we
sold partial interests in four of our properties. Originally, the properties were held as tenants
in common (TIC) with the other investors. While held as a TIC, the investor had certain
protective and participating rights of ownership that prevented us from reporting the results of
operations from the property on a gross rental income and rental operating cost basis. Instead,
under the equity method used for GAAP purposes, we reported only its share of net income based upon
its percentage share of its investment in the less than wholly owned property. For the first six
months of 2009 all results of operations for these properties were reported under the equity
method. In late 2009, the ownership of the three of the four properties converted from TIC
interests to limited partnerships.
Effective February 1, 2010, Garden Gateway Plaza, the last property held under TIC ownership also
converted to limited partnership.
As a result of the change in the Companys ability to influence and control the Partnerships, we
began to account for the partnerships as subsidiaries of the Company and they are fully
consolidated in the financial statements. Our year to year comparability has been affected by this
change in accounting methodology. For the first six months of 2010, the results for all properties
that were accounted for under the equity method in 2009 except for the Garden Gateway Plaza results
of operations are fully consolidated. Garden Gateway Plaza is included on a fully consolidated
basis for five months in the six month period ended June 30, 2010. All the aforementioned
properties were accounted for under the equity method for the three months and six months ended
June 30, 2009.
Effective March 1, 2010, in connection with the Dubose Model Home acquisition described above under
Recent Events, the Company also had a change in its ability to influence and control its
investments in two limited partnership investments that we acquired in 2009. As a result, the
accounting methodology was changed from equity method to full consolidation for the full three of
the three months ended June 30, 2010 and for four of the six months ended June 30, 2010.
Management has chosen to provide an integrated analysis that includes a non-GAAP supplemental
measure because we manage our real estate portfolio in this manner and we consider this computation
to be an appropriate supplemental measure of comparable period to period rental income and rental
operating costs.
Our calculations of grossed-up rental income and rental operating costs may be different from
calculations used by other companies. This information should not be considered as an alternative
to the equity method under GAAP.
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The following table reflects the adjustments made to reconcile from the equity method used to the
actual results had we reported based on total gross rental income and rental operating costs of all
properties including properties less than 100% owned.
Six months ended June 30, 2010 | Six months ended June 30, 2009 | |||||||||||||||||||||||
Equity Method | Equity Method | |||||||||||||||||||||||
As Reported | Adjustments | Grossed-up | As Reported | Adjustments | Grossed-up | |||||||||||||||||||
Rental income |
$ | 4,473,235 | $ | 138,746 | $ | 4,611,981 | $ | 2,544,793 | $ | 1,284,363 | $ | 3,829,156 | ||||||||||||
Rental operating costs |
2,059,641 | 58,638 | 2,118,279 | 1,195,888 | 528,243 | 1,724,131 | ||||||||||||||||||
Net operating income |
$ | 2,413,594 | $ | 80,108 | $ | 2,493,702 | $ | 1,348,905 | $ | 756,120 | $ | 2,105,025 | ||||||||||||
Rental income as reported, was $4,473,235 for the six months ended June 30, 2010, compared to
$2,544,793 for the same period in 2009, an increase of $1,928,442, or 75.8%. On a grossed-up
basis, rental income was $4,611,980, for the six months ended June 30, 2010, compared to $3,829,156
for the same period in 2009, an increase of $782,824 or 20.4%. The increase in rental income as
reported in 2010 compared to 2009 is primarily attributable to:
| The addition of three properties acquired in 2009 and 2010 and consolidating our investment
in two limited partnerships, which generated an additional $686,032 of rent revenue in the six
month period ended June 30, 2010 compared to the same period in 2009; |
| An increase of 156,576 in the six month period ended June 30, 2010 for same properties owned
for both of the six month periods; and |
| Rental income was increased by approximately $1,085,833 for properties accounted for under
the equity method of accounting in 2009 and excluded from rental income and converted to the
full consolidation in 2010 as discussed above. |
Rental revenues are expected to continue to increase in future periods, as compared to historical
periods, as a result of owning the assets acquired during 2009 for an entire year and future
acquisitions of real estate assets.
Interest income was $54,757 for the six months period ended June 30, 2010, compared to $51,588 for
the same period in 2009, an increase of $3,169, or 6.1%. The increase was primarily attributable to
an increase in cash balances in 2010 that were invested in interest bearing accounts.
Rental Operating Expenses
Rental operating expenses were $2,059,641 for the six month period ended June 30, 2010 compared to
$1,195,888 for the same period in 2009, an increase of $863,753, or an increase of 72.2%. The
increase in operating expense year over year is primarily attributable to the same reasons that
rental revenue increased. Rental operating costs on a grossed-up basis as a percentage of
grossed-up rental income was 45.9% and 45.0% for the six months ended June 30, 2010 and 2009,
respectively. The increase in operating expenses as a percentage of revenue is due to the addition
of three self-storage facilities that were non-stabilized at the time of acquisition. Two of these
properties were added in the second half of 2009 and one was added in May 2010. As these facilities
become stabilized, operating expenses as a percentage of rent income will decline due to the fixed
nature of the operating expenses.
Rental operating expenses 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.
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Interest Expense
Interest expense, including amortization of deferred finance charges, increased by $424,885, or
94.2% during the six month period ended June 30, 2010 compared to the same period in 2009. The
primary reason for the increase is attributable to interest expense on the Garden Gateway Plaza
property that had been included in equity in earnings (losses) of real estate ventures since the
sale of an undivided interest in Garden Gateway in October 2008 through January 31, 2010. Effective
February 1, 2010, the Garden Gateway Plaza property is consolidated in the financial statements.
Interest on the Garden Gateway loan included in interest expense during the three months ended June
30, 2010 was $253,155, compared to zero interest that was included for the same period in 2009. The
balance of the increase in interest expense was due to the addition of two new mortgage notes
payable issued in the second half of 2009, the addition of interest expense on the Dubose
Acquisition Partners II and III limited partnerships and a new mortgage note payable with the
acquisition of Sparkys Rialto. During the six month period ended June 30, 2010, the average
balance of the mortgage loans on eight of the properties was $31.1 million while the average for
the same period in 2009 on five properties was $24.3 million. The weighted average interest rate as
of June 30, 2010 was 5.84% compared to 6.10% as of June 30, 2009.
The following is a summary of our interest expense on loans by property for the three months ended
June 30, 2010 and 2009:
Date Acquired | 2010 | 2009 | ||||||||
Havana/Parker Complex |
June 2006 | $ | 110,419 | $ | 112,607 | |||||
Garden Gateway Plaza |
March 2007 | 253,155 | | |||||||
World Plaza |
September 2007 | 88,625 | 92,438 | |||||||
Executive Office Park |
July 2008 | | 98,145 | |||||||
Waterman Plaza |
August 2008 | 121,882 | 124,021 | |||||||
Sparkys Thousand Palms Self-Storage |
August 2009 | 126,688 | | |||||||
Sparkys Hesperia East Self-Storage |
December 2009 | 44,627 | | |||||||
Interest on Dubose Acquisition Partners II and III notes |
2009 | 96,214 | | |||||||
Sparkys Rialto Self-Storage |
May 2009 | 21,498 | | |||||||
Amortization of deferred financing costs |
12,956 | 23,968 | ||||||||
$ | 876,064 | $ | 451,179 | |||||||
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General and Administrative Expenses
General and administrative expenses increased by $498,326 to $1,567,788 for the six months ended
June 30, 2010, compared to $1,069,462 in the same period in 2009. As a percentage of rental income,
including rental income from joint ventures, general and administrative expenses were 34.0% and
27.9% for the three months ended June 30, 2010 and 2009, respectively. In comparing our general and
administrative expenses with other REITs, you should take into consideration that we are a self
administered REIT, which means such expenses are greater for us than an advisory administered REIT.
For the six months ended June 30, 2010, our salaries and employee related expenses increased
$398,866 to $813,404 compared to $414,538 for the same six months in 2009. The increase in salary
and employee expenses in 2010 was attributable to the Company adding six employees in connection
with the Dubose Model Home acquisition that will not generate revenue until the model home division
is fully functional which is expected to occur in the third quarter, 2010. In addition, the Company
hired a Senior Vice-President Asset Management, with extensive real estate experience, to manage
the existing portfolio and to help with growing the Company through identification of potential
property acquisitions. Further, the vesting of non-cash compensation related to restricted stock
grants to employees was approximately $24,600 greater for the six months ended June 30, 2010
compared to the same period in 2009. We anticipate an increase in staff and compensation costs as
our capital and portfolio continue to increase. However, we anticipate that these costs as a
percentage of total revenue will decline in future years.
Legal, accounting and public company related expenses and increased by $32,315, to $319,577 for the
six month period ended June 30, 2010, compared to $287,262 during the same period in 2009. The
increase is primarily due to due to additional costs associated with the legal and proxy
solicitation costs incurred with respect to the Companys effort to reincorporate in the state of
Maryland which was approved by shareholders in May 2010.
Directors compensation expense that consisted of non-cash amortization of restricted stock grants
was approximately $39,600 higher for the six months ended June 30, 2010 over the same period in
prior year due to the addition of a new independent director and an additional annual grant of
restricted stock to all independent directors.
Net Loss
Net loss for the six months ended June 30, 2010 was $1,735,390, or $0.17 loss per share, compared
to a net loss for the six months ended June 30, 2009 of $1,176,719, or $0.16 loss per share. The
increase in net loss of $558,671 in the six month period ended June 30, 2010 was primarily
attributable to increased general and administrative expenses and depreciation expense, as
discussed above.
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LIQUIDITY AND CAPITAL RESOURCES
As discussed above under Economic Outlook, credit and real estate financing markets have
experienced significant deterioration and liquidity disruptions that have caused the spreads on
prospective debt financings and the amount of financing in relation to the property values to widen
considerably. These circumstances have materially impacted liquidity in the debt markets, making
financing terms for borrowers like us less attractive, and in certain cases have resulted in the
unavailability of certain types of debt financing. During 2009 and early 2010, there have been
indications of economic improvement and stabilization in the equity markets, however, we expect the
market turbulence could increase in the commercial real estate arena as mortgage financing
originated over the past three to seven years mature.
We believe that as a result of these negative trends, new mortgage financing will continue to be
difficult to obtain, which may negatively impact our ability to finance future acquisitions.
Long-term interest rates remain low by historical standards. On the other hand, we
believe the negative trends in the mortgage markets will reduce property prices and may, in certain
cases, reduce competition for those properties.
Cash and Cash Equivalents
At June 30, 2010, we had approximately $10.1 million in cash and cash equivalents compared to $9.3
million at December 31, 2009. We intend to use this cash to make additional acquisitions and for
general corporate purposes.
Our cash and cash equivalents are held in accounts managed by third party institutions and consist
of invested cash and cash in our operating accounts. During the six months ended June 30 2010 and
for the twelve months ended December 31, 2009, we did not experience any loss or lack of access to
our cash or cash equivalents.
Operating Activities
Net cash used in operating activities during the six months ended June 30, 2010 was approximately
$0.9 million compared to net cash used in operating activities of approximately $0.3 million for
the same period in 2009. The increase in cash used in operating activities was due to increased
general and administrative expenses.
Investing Activities
Cash used in investing activities was approximately $5.6 million for the six months ended June 30,
2010. During this period, the Company acquired one property for $4.9 million, spent $0.6 million in
capital expenditures and paid $0.3 million to purchase Dubose Model Homes. Net cash used in
investing activities during the six months ended June 30, 2009 was approximately $11.7 million,
which consisted of the purchase of three properties, our investment in DAP II and improvements
totaling $12.4 million.
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Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2010 was approximately
$7.1 million, which primarily consisted of $7.5 million net proceeds from the sale and issuance of
our common stock, $2.9 million in proceeds from mortgage notes payable used to finance the
acquisition of one property, offset by a redemption of preferred stock and dividend payments of
$1.2 and $1.3 million, respectively.
Net cash provided by financing activities for the three months ended June 30, 2009 was
approximately $7.9 million, which primarily consisted of $9.5 million net proceeds from issuance of
common stock, offset by dividend payments of $1.3 million.
Contractual Obligations
The following table provides information with respect to the maturities and scheduled principal
repayments of our secured debt and interest payments on our fixed-rate debt at June 30, 2010 and
provides information about the minimum commitments due in connection with our ground lease
obligation. Our secured debt agreements contain covenants and restrictions requiring us to meet
certain financial ratios and reporting requirements. Non-compliance with one or more of the
covenants or restrictions could result in the full or partial principal balance of such debt
becoming immediately due and payable.
Less than a year | 1-3 Years | 3-5 Years | More than 5 Years | |||||||||||||||||
2010 | (2011-2012) | (2013-2014) | (After 2014) | Total | ||||||||||||||||
Principal payments secured debt |
$ | 506,536 | $ | 9,282,700 | $ | 10,019,668 | $ | 14,746,986 | $ | 34,555,890 | ||||||||||
Interest payments fixed rate debt |
849,578 | 3,219,550 | 2,148,802 | 739,455 | 6,957,385 | |||||||||||||||
Interest payments Variable rate debt |
125,433 | 488,412 | 464,771 | 2,557,922 | 3,636,538 | |||||||||||||||
Ground lease obligation (1) |
20,040 | 41,194 | 43,820 | 1,115,294 | 1,220,348 | |||||||||||||||
$ | 1,501,587 | $ | 13,031,856 | $ | 12,677,061 | $ | 19,159,657 | $ | 46,370,161 | |||||||||||
(1) | Lease obligations represent the ground lease payments due on our World
Plaza property. |
We are in compliance with all conditions and covenants of our mortgage notes payable as of June 30,
2010.
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Other Liquidity Needs
We are required to distribute 90% of our REIT taxable income (excluding capital gains) on an annual
basis in order to qualify and maintain our qualification as a REIT for federal income tax purposes.
Accordingly, we intend to continue to make regular quarterly distributions to our common
shareholders from cash flow from operating activities. We may be required to use borrowings or
other sources of capital, if necessary, to meet REIT distribution requirements and maintain our
REIT status. In the past, we have distributed cash amounts in excess of our taxable income
resulting in a return of capital to our shareholders, and we currently have the ability to refrain
from increasing our distributions while still meeting our REIT requirement for 2010. If our net
cash provided by activities and gains on sale of real estate (assuming we are successful in selling
any of our properties) do not exceed our intended distributions to our common shareholders, we
would have to borrow funds or use proceeds of our ongoing common stock offering to pay the
distribution or reduce or eliminate the distribution. We consider market factors and our historical
and anticipated performance in addition to REIT requirements in determining our distribution
levels.
Until proceeds from our offering are fully invested and our acquired properties are generating
operating cash flow sufficient to fully cover distributions to our shareholders, we intend to pay a
portion of the distributions to our shareholders from the proceeds of our ongoing common stock
private placement offering or from borrowings in anticipation of future cash flows, as deemed
appropriate.
Capitalization
As of June 30, 2010, our total debt as a percentage of total market capitalization was 23.3% which
was calculated based on the offering price per share of our common stock of $10.00 under our
ongoing current private placement of our common stock.
Aggregate | ||||||||||||
Principal | ||||||||||||
Shares at | Amount or $ | % of Total | ||||||||||
June 30, | Value | Market | ||||||||||
2010 | Equivalent | Capitalization | ||||||||||
Debt: |
||||||||||||
Total debt |
$ | 34,555,890 | 23.3 | % | ||||||||
Equity: |
||||||||||||
Common stock outstanding (1) |
11,344,928 | 113,449,280 | 76.7 | % | ||||||||
Total Market Capitalization |
$ | 148,005,170 | ||||||||||
(1) | Value based on $10.00 per share the current price of shares being sold
under the current private placement offering. |
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Off-Balance Sheet Arrangements
As of June 30, 2010 and December 31, 2010, we do not have any off-balance sheet arrangements or
obligations, including contingent obligations.
Capital Expenditures, Tenant Improvements and Leasing Costs
We currently project that during 2010 we could spend an additional $200,000 to $800,000 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
2010 compared to 2009 due to rising construction costs and the anticipated increase in property
acquisitions in 2010. 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.
Non-GAAP Supplemental Financial Measure: Funds From Operations (FFO)
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 which are significant
economic costs and could materially impact our results from operations.
The following table presents our FFO for the three and six months ended June 30, 2010 and 2009. 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 June 30, | Six Months Ended June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net loss |
$ | (889,406 | ) | $ | (515,457 | ) | $ | (1,735,390 | ) | $ | (1,176,719 | ) | ||||
Adjustments: |
||||||||||||||||
Preferred stock dividends |
(12,484 | ) | (21,962 | ) | (34,447 | ) | (43,925 | ) | ||||||||
Depreciation and amortization
(including depreciation expense
of real estate ventures) |
777,482 | 753,995 | 1,767,001 | 1,447,801 | ||||||||||||
Amortization of finance charges |
6,773 | 11,984 | 12,956 | 23,968 | ||||||||||||
Funds from (used in) operations |
$ | (117,635 | ) | $ | 228,560 | $ | 10,120 | $ | 251,125 | |||||||
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Inflation
Since the majority of our leases require tenants to pay most operating expenses, including real
estate taxes, utilities, insurance and increases in common area maintenance expenses, we do not
believe our exposure to increases in costs and operating expenses resulting from inflation would be
material.
Segments Disclosure
Our reportable segments consist of mortgage activities and the four types of commercial real estate
properties for which our decision-makers internally evaluate operating performance and financial
results: Residential Properties, Office Properties, Retail Properties and Self-Storage Properties.
We also have certain corporate level activities including accounting, finance, legal administration
and management information systems which are not considered separate operating segments.
Our chief operating decision maker evaluates the performance of our 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. There is no intersegment activity.
See the accompanying financial statements for a Schedule of the Segment Reconciliation to Net
Income Available to Common Shareholders.
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Table of Contents
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not required.
ITEM 4T. | CONTROLS AND PROCEDURES |
NetREIT maintains disclosure controls and procedures that are designed to ensure that information
required to be disclosed in the Companys Exchange Act reports is recorded, processed, summarized
and reported within the time periods specified in the SECs rules and forms, and that such
information is accumulated and communicated to the Companys 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 June 30, 2010 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
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PART II OTHER INFORMATION
Item 1. | Legal Proceedings. |
None.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
During the six months ended June 30, 2010, the Company sold 886,432 shares of its common stock for
an aggregate net proceeds of $7,500,033. These shares were sold at a price of $10.00 per share in a
private placement offering to a total of 140 accredited investors. Each issuee purchased their
shares for investment and the shares are subject to appropriate transfer restrictions. The offering
was made by the Company through selected FINRA member broker-dealer firms. The sales were made in
reliance on the exemptions from registration under the Securities Act of 1933 and applicable state
securities laws contained in Section 4(2) of the Act and Rule 506 promulgated thereunder. In
addition, the Company issued 2,000 shares to one individual through the redemption $20,000 of
preferred stock.
During the six months ended June 30, 2010, the Company also sold 1,573,631 shares of its common
stock to certain of its existing shareholders under its dividend reinvestment plan. The shares were
sold directly by the Company without underwriters to a total of 1,308 persons participating in the
plan. The Company sold these shares in reliance on the exemptions from registration under the
Securities Act of 1933 and applicable state securities laws set forth in Section 4(2) of the Act
and Rule 506 promulgated thereunder. Each issuee purchased the shares for investment and the shares
are subject to appropriate transfer restrictions.
On January 2, 2010, the Company issued 482,027 shares of its common stock to 2,105 shareholders as
a stock dividend declared in December 2009.
During the six months ended June 30, 2010, the Company issued 1,452 shares at an average exercise
price of $8.23 upon the exercise of options by two of the Companys Directors and one of its
employees.
All shares issued in these offerings were sold for cash consideration. The Company used the net
proceeds it received for the sale of these shares to acquire and/or maintain its real estate
investments.
Issuer Purchases of Equity Securities.
None.
Item 3. | Defaults Upon Senior Securities. |
None.
Item 4. | <Removed and Reserved> |
Item 5. | Other Information. |
None.
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ITEM 6. | EXHIBITS. |
Exhibit | ||||
Number | Description | |||
3.1 | Articles of Incorporation filed January 28, 1999 (1) |
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3.2 | Certificate of Determination of Series AA Preferred Stock filed April 4, 2005 (1) |
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3.3 | Bylaws of NetREIT (1) |
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3.4 | Audit Committee Charter (1) |
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3.5 | Compensation and Benefits Committee Charter (1) |
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3.6 | Nominating and Corporate Governance Committee Charter (1) |
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3.7 | Principles of Corporate Governance of NetREIT (1) |
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4.1 | Form of Common Stock Certificate (1) |
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4.2 | Form of Series AA Preferred Stock Certificate (1) |
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4.3 | Registration Rights Agreement 2005 (1) |
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4.4 | Registration Rights Agreement 2007 (1) |
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10.1 | 1999 Flexible Incentive Plan (1) |
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10.2 | NetREIT Dividend Reinvestment Plan (1) |
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10.3 | Form of Property Management Agreement (1) |
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10.4 | Option Agreement to acquire CHG Properties (1) |
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10.5 | Employment Agreement as of April 20, 1999 by and between the Company and Jack
K. Heilbron (2) |
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10.6 | Employment Agreement as of April 20, 1999 by and between the Company and
Kenneth W. Elsberry (2) |
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10.7 | Lease Agreement by and between Philip Elghanian and DVA Healthcare Renal Care,
Inc. dated February 6, 2009. (3) |
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10.8 | Assignment and Assumption of Lease by and between Philip Elghanian and Fontana
Medical Plaza, LLC. Dated February 19, 2009. (4) |
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10.9 | Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate
between Philip Elghanian and Hovic Perian and Rima Perian dated September 8,
2008. (5) |
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10.10 | Assignment and Assumption of Purchase Agreement Philip Elghanian and Fontana
Medical Plaza, LLC. Dated February 19, 2009. (6) |
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10.11 | Additional and/OR Amendment to Escrow Instructions between Fontana Medical
Plaza, LLC and Hovic Perian and Rima Perian dated February 18, 2009. (7) |
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10.12 | Buyer Final Closing Statement dated February 20, 2009. (8) |
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10.13 | Loan Assumption and Security Agreement, and Note Modification Agreement. (9) |
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10.14 | Promissory Note. (10) |
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31.1 | Certificate of the Companys Chief Executive Officer (Principal Executive
Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
respect to the registrants Quarterly Report on Form 10-Q for the quarter ended
June 30, 2010.* |
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Table of Contents
Exhibit | ||||
Number | Description | |||
31.2 | Certification of the Companys Chief Financial Officer (Principal Financial
and Accounting Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, with respect to the registrants Quarterly Report on Form 10-Q for the
quarter ended June 30, 2010. * |
|||
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. * |
(1) | Previously filed as an exhibit to the Form 10 for the year ended December 31, 2007. |
|
(2) | Previously filed as an exhibit to the amended Form 10 for the year ended December 31, 2007 filed June 26, 2009. |
|
(3) | Originally filed as Exhibit 10.1 on Form 8-K filed February 25, 2009. |
|
(4) | Originally filed as Exhibit 10.2 on Form 8-K filed February 25, 2009. |
|
(5) | Originally filed as Exhibit 10.3 on Form 8-K/A filed on March 2, 2009. |
|
(6) | Originally filed as Exhibit 10.4 on Form 8-K filed February 25, 2009. |
|
(7) | Originally filed as Exhibit 10.5 on Form 8-K filed February 25, 2009. |
|
(8) | Originally filed as Exhibit 10.6 on Form 8-K filed February 25, 2009. |
|
(9) | Originally filed as Exhibit 10.7 on Form 8-K filed August 27, 2009. |
|
(10) | Originally filed as Exhibit 10.8 on Form 8-K filed August 27, 2009. |
|
* | Filed Herewith. |
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: August 6, 2010 | NetREIT |
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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 |
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