10-K/A 1 netr-10ka_123112.htm AMENDED ANNUAL REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 10-K/A
(mark one)

R | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934 For the fiscal year ended December 31, 2012

or

o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to________

Commission file number 000-53673
NETREIT, Inc.
(Exact name of registrant as specified in its charter)

Maryland |  | 33-0841255
(State of other jurisdiction of incorporation or organization) |  | (IRS Employer Identification Number)
1282 Pacific Oaks Place Escondido, CA |  | 92029-2900
(Address of principal executive offices) |  | (Zip code)

(760) 471-8536
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Series A, no par value
(Title of class)
Indicate by check mark whether the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. o Yes þ No
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 last 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. o Yes þ No
Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in part III of this Form 10-K or any amendment to this Form 10-K. þ Yes o No
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). o Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ
|  | (Do not check if a smaller reporting company) |

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No
At March 15, 2013, registrant had issued and outstanding 15,967,418 shares of its common stock, no par value.
DOCUMENTS INCORPORATED BY REFERENCE
Part III, Items 10, 11, 12, 13 and 14 incorporate by reference certain specific portions of the definitive Proxy Statement for NetREIT’s Annual Meeting currently scheduled to be held on May 18, 2012 to be filed pursuant to Regulation 14A. Only those portions of the proxy statement which are specifically incorporated by reference herein shall constitute a part of this annual report.

EXPLANATORY NOTE
The sole purpose of this amendment to NetReit Inc.'s Annual Report on Form 10-K (the “Form 10-K”) for the period ended December 31, 2012, as filed with the Securities and Exchange Commission on March 29, 2013, is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
Except as described above, this Amendment No. 1 does not reflect events occurring after the filing of the Form 10-K and no revisions are being made pursuant to the Company’s financial statements or any other disclosure contained in the Form 10-K.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are exhibits to this Form 10-K/A. Each document marked by an asterisk is filed electronically herewith. All other documents were previously filed or furnished with the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the Securities and Exchange Commission on March 29, 2013.:

Exhibit |  |
Number |  | Description
2.01 |  | Plan and Agreement of Merger, by and between NetREIT, Inc., a Maryland corporation, and NetREIT, a California corporation, dated as of July 30, 2010. (A)
2.1 |  | Agreement of Purchase & Sale, between NetREIT, Inc. and Mullrock 3 Murphy Canyon, LLC, dated as of July 12, 2010. (B)
3.01 |  | Articles of Amendment and Restatement of the Articles of Incorporation of NetREIT, dated as of July 30, 2010. (A)
3.02 |  | Amended and Restated Bylaws of NetREIT, Inc. (A)
3.03 |  | Articles of Merger filed with the Maryland State Department of Assessments and Taxation and the California Secretary of State on August 4, 2010. (A)
3.1 |  | Articles of Incorporation filed January 28, 1999 (C)
3.2 |  | Certificate of Determination of Series AA Preferred Stock filed April 4, 2005 (C)
3.3 |  | Bylaws of NetREIT (C)
3.4 |  | Audit Committee Charter (C)
3.5 |  | Compensation and Benefits Committee Charter (C)
3.6 |  | Nominating and Corporate Governance Committee Charter (C)
3.7 |  | Principles of Corporate Governance of NetREIT (C)
4.1 |  | Form of Common Stock Certificate (C)
4.2 |  | Form of Series AA Preferred Stock Certificate (C)
4.3 |  | Registration Rights Agreement 2005 (C)
4.4 |  | Registration Rights Agreement 2007 (C)
10.1 |  | 1999 Flexible Incentive Plan (D)
10.2 |  | NetREIT Dividend Reinvestment Plan (C)
10.3 |  | Form of Property Management Agreement (C)
10.4 |  | Option Agreement to acquire CHG Properties (C)
10.5 |  | Employment Agreement as of April 20, 1999 by and between the Company and Jack K. Heilbron (E)
10.6 |  | Employment Agreement as of April 20, 1999 by and between the Company and Kenneth W. Elsberry (E)
10.7 |  | Lease Agreement by and between Philip Elghanian and DVA Healthcare Renal Care, Inc. dated February 6, 2009 (1)
10.8 |  | Assignment and Assumption of Lease by and between Philip Elghanian and Fontana Medical Plaza, LLC. and Fontana Medical Plaza, LLC. dated February 19, 2009 (2)
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. (3)
10.10 |  | Assignment and Assumption of Purchase Agreement Philip Elghanian and Fontana Medical Plaza, LLC. dated February 19, 2009 (4)
10.11 |  | Additional and/OR Amendment to Escrow Instructions between Fontana Medical Plaza, LLC and Hovic Perian and Rima Perian dated February 18, 2009 (5)
10.12 |  | Buyer Final Closing Statement dated February 20, 2009 (6)
10.13 |  | Loan Assumption and Security Agreement, and Note Modification Agreement (7)
10.14 |  | Promissory Note (8)
10.15 |  | Loan Agreement by and Between Jackson National Life Insurance Company and NetREIT Inc. (F)

10.16 |  | Fixed Rate Promissory Note Between Jackson National Life Insurance Company and NetREIT Inc. (F)
10.17 |  | Employment Agreement for Mr. Heilbron Effective as of January 1, 2011. (9)
10.18 |  | Employment Agreement for Mr. Elsberry Effective as of January 1, 2011. (10)
10.19 |  | Employment Agreement for Mr. Dubose Effective as of January 1, 2011. (11)
10.20 |  | Purchase & Sale Agreement and Joint Escrow Instructions to acquire Dakota Bank Building (12)
10.21 |  | Promissory Note - Dakota Bank Buildings (13)
10.22 |  | Mortgage, Security Agreement and Fixture Financing Statement - Dakota Bank Buildings (14)
10.23 |  | Partnership Contribution Agreement - Port of San Diego Complex (15)
10.24 |  | First Amended and Restated NetREIT National City Partners, LP Partnership Agreement (16)
10.25 |  | Assumption Agreement - NetREIT National City Partners, LP (17)
10.26 |  | Promissory Note - NetREIT National City Partners, LP (18)
10.27 |  | Deed of Trust - NetREIT National City Partners, LP (19)
10.29 |  | Loan Agreement by and between Barclay's Bank, as lender and the Company (20)
10.30 |  | Agreement and Plan of Merger between the Company and C I Holding Group, Inc. (21)
10.31 |  | NetREIT National City Partners LP Promissory Note (22)
10.32 |  | NetREIT National City Partners LP Deed of Trust (23)
10.33 |  | NetREIT National City Partners LP Promissory Note (24)
10.34 |  | NetREIT National City Partners LP Deed of Trust (25)
21.1 |  | Subsidiaries of the Registrant
23.1 |  | Consent of Independent Registered Public Accounting Firm
31.1 |  | Certificate of the Company’s Chief Executive Officer (Principal Executive Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2011. *
31.2 |  | Certification of the Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2011. *
31.3 |  | Certification of the Company’s Vice President Finance (Principal Financial and Accounting Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2011. *
32.1 |  | Certification of principal Chief Executive Officer, Chief Financial Officer and Principal Financial and Accounting Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101.INS |  | Instance Document *
101.SCH |  | XBRL Taxonomy Extension Schema Document *
101.CAL |  | XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF |  | XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB |  | XBRL Taxonomy Extension Label Linkbase Document *
101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase Document *

_____________________
(A) Previously filed as an exhibit to the Form 8-K filed August 10, 2010
(B) Previously filed as an exhibit to the Form 8-K filed August 10, 2010
(C) Previously filed as an exhibit to the Form 10 for the year ended December 31, 2007.
(D) Previously filed as an exhibit to Registration Statement on Form S-3 filed January 17, 2012.
(E) Previously filed as an exhibit to the amended Form 10 for the year ended December 31, 2007 filed June 26, 2009.
(F) Previously filed as an exhibit to the Form 8-K filed August 27, 2010
1 Originally filed as Exhibit 10.1 on Form 8-K filed February 25, 2009.
2 Originally filed as Exhibit 10.2 on Form 8-K filed February 25, 2009.
3 Originally filed as Exhibit 10.3 on Form 8-K/A filed on March 2, 2009.
4 Originally filed as Exhibit 10.4 on Form 8-K filed February 25, 2009.
5 Originally filed as Exhibit 10.5 on Form 8-K filed February 25, 2009.
6 Originally filed as Exhibit 10.6 on Form 8-K filed February 25, 2009.
7 Originally filed as Exhibit 10.7 on Form 8-K filed August 27, 2009.
8 Originally filed as Exhibit 10.8 on Form 8-K filed August 27, 2009.
9 Originally filed as Exhibit 10.15 on Form 8-K filed January 2, 2011.
10 Originally filed as Exhibit 10.16 on Form 8-K filed January 24, 2011.
11 Originally filed as Exhibit 10.17 on Form 8-K filed January 24, 2011.
12 Originally filed as Exhibit 10.18 on Form 8-K filed February 3, 2011.
13 Originally filed as Exhibit 10.19 on Form 8-K filed May 31, 2011.
14 Originally filed as Exhibit 10.20 on Form 8-K filed May 31, 2011.
15 Originally filed as Exhibit 10.21 on Form 8-K filed September 12, 2012.
16 Originally filed as Exhibit 10.25 on Form 8-K filed December 30, 2011.
17 Originally filed as Exhibit 10.26 on Form 8-K filed December 30, 2011.
18 Originally filed as Exhibit 10.27 on Form 8-K filed December 30, 2011.
19 Originally filed as Exhibit 10.28 on Form 8-K filed December 30, 2011.
20 Originally filed as Exhibit 10.29 on Form 8-K filed November 28, 2012.
21 Originally filed as Exhibit 10.30 on Form 8-K filed February 6, 2013.
22 Originally filed as Exhibit 10.31 on Form 8-K filed March 5, 2013.
23 Originally filed as Exhibit 10.32 on Form 8-K filed March 5, 2013.
24 Originally filed as Exhibit 10.33 on Form 8-K filed March 5, 2013.
24 Originally filed as Exhibit 10.34 on Form 8-K filed March 5, 2013.
* FILED HEREWITH

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature |  | Title |  | Date
/s/ Jack K. Heilbron |  | Director, Chairman of the Board and Chief Executive Officer |  | April 1, 2013
Jack K. Heilbron |  | (Principal Executive Officer) |  |
/s/ Kenneth W. Elsberry |  | Director, Chief Financial Officer |  | April 1, 2013
Kenneth W. Elsberry |  |  |  |