SEC Comment Letter for Presidio Property Trust, Inc. (SQFT, SQFTP, SQFTW) (CIK 0001080657) (SQFT) — May 26, 2009
Presidio Property Trust, Inc. (SQFT, SQFTP, SQFTW) (CIK 0001080657)
Date: May 26, 2009 · CIK: 0001080657 · Accession: 0000000000-09-027744
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-34049
Referenced dates: May 1, 2009
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-5546
DIVISION OF CORPORATION FINANCE Mail Stop 5546
May 18, 2009
By U.S. Mail and facsimile to 760-471-0399
Mr. Kenneth W. Elsberry Chief Financial Officer NetREIT 1282 Pacific Oaks Place Escondido, CA 92029 Re: NetREIT (“the company”) Initial registration statement on Form 10 File No: 001-34049 Dear Mr. Elsberry: In your letter dated May 1, 2009, as revised May 12, 2009, you requested that the staff accept audited post-acquisition income st atements for twelve months or more for six properties acquired in 2006 and 2007 in lieu of the one year of pre-acquisition income statements required by S-X Rule 8-06 in its initial registration statement on Form 10. You advised me on May 15, 2009 that the compa ny does not plan to make any offerings of securities within the next twelve months. The company acquired the six properties for approximately $44 million. Each of the pr operties was significant based on the investment test at the year end prior to acquisition. Three of the properties remain significant over the 10% level at Decemb er 31, 2008 and 2007. The company is unable to obtain the books and records for the proper ties to facilitate th e required audits. The Form 10, as amended, will include the company’s audited consolidated financial statements for the two years e nded December 31, 2008, which will reflect at least one year of audited post-acquisition financ ial statements for each of the properties. For the most significant property, the audite d consolidated financial statements will include one year and nine months of audite d post-acquisition financ ial statements. The Form 10 includes separate financial data fo r each property, including the purchase price, annual gross rent, annual net operating income, and occupancy rate.
Mr. Kenneth W. Elsberry NetREIT May 18, 2009 Page 2 The staff would accept the audited post-acquisition financial statements of the six properties as described in your letter in satisfaction of the requirements of S-X Rule 8-06, provided the company files its past-due 2008 Form 10-K by June 2, 2009. The staff’s conclusion is based solely on the inform ation provided in your le tters. Different or additional material facts could result in a different conclusion. If you have any questions concerning this letter, please call me at 202-551-3511. Sincerely, Louise M. Dorsey Associate Chief Accountant
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546
DIVISION OF
CORPORATION FINANCE
Mail Stop 5546
May 18, 2009
By U.S. Mail and facsimile to 760-471-0399
Mr. Kenneth W. Elsberry
Chief Financial Officer NetREIT 1282 Pacific Oaks Place Escondido, CA 92029 Re: NetREIT (“the company”) Initial registration statement on Form 10 File No: 001-34049 Dear Mr. Elsberry: In your letter dated May 1, 2009, as revised May 12, 2009, you requested that
the staff accept audited post-acquisition income st atements for twelve months or more for
six properties acquired in 2006 and 2007 in lieu of the one year of pre-acquisition income statements required by S-X Rule 8-06 in its initial registration statement on Form 10. You advised me on May 15, 2009 that the compa ny does not plan to make any offerings
of securities within the next twelve months. The company acquired the six properties for
approximately $44 million. Each of the pr operties was significant based on the
investment test at the year end prior to acquisition. Three of the properties remain
significant over the 10% level at Decemb er 31, 2008 and 2007. The company is unable
to obtain the books and records for the proper ties to facilitate th e required audits.
The Form 10, as amended, will include the company’s audited consolidated financial statements for the two years e nded December 31, 2008, which will reflect at
least one year of audited post-acquisition financ ial statements for each of the properties.
For the most significant property, the audite d consolidated financial statements will
include one year and nine months of audite d post-acquisition financ ial statements. The
Form 10 includes separate financial data fo r each property, including the purchase price,
annual gross rent, annual net operating income, and occupancy rate.
Mr. Kenneth W. Elsberry
NetREIT May 18, 2009 Page 2 The staff would accept the audited post-acquisition financial statements of the six properties as described in your letter in satisfaction of the requirements of S-X Rule
8-06, provided
the company files its past-due 2008 Form 10-K by June 2, 2009. The
staff’s conclusion is based solely on the inform ation provided in your le tters. Different or
additional material facts could result in a different conclusion. If you have any questions
concerning this letter, please call me at 202-551-3511.
Sincerely, Louise M. Dorsey Associate Chief Accountant