SEC Comment Letter 0000000000-22-013685 to VINEBROOK HOMES TRUST, INC. (CIK 0001755755)
VINEBROOK HOMES TRUST, INC. (CIK 0001755755)
Date: Dec. 19, 2022 · CIK: 0001755755 · Accession: 0000000000-22-013685
AI Filing Summary & Sentiment
File numbers found in text: 000-56274
Letter
United States securities and exchange commission logo December 19, 2022 Brian Mitts Interim President and Chief Financial Officer Vinebrook Homes Trust, Inc. 300 Crescent Court, Suite 700 Dallas, TX 75201 Re:Vinebrook Homes Trust, Inc. Form 10-K for the fiscal year ended December 31, 2021 Filed February 23, 2022 Form 10-Q for the quarterly period ended September 30, 2022 Filed November 14, 2022 File No. 000-56274 Dear Brian Mitts: We have limited our review of your filings to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the fiscal year ended December 31, 2021 FFO, Core FFO and AFFO, page 67 1.We note that you reconcile funds from operations (FFO) from net income (loss) attributable to common stockholders and net income (loss) attributable to NCI in the OP. Based upon your reconciliation, it appears that FFO represents FFO attributable to common shareholders and NCI in the OP. Please revise your presentation in future filings to clearly label FFO as FFO attributable to common shareholders and NCI in the OP. Form 10-Q for the quarterly period ended September 30, 2022 Item 6. Exhibits Exhibit 32.1, page 61
FirstName LastNameBrian Mitts Comapany NameVinebrook Homes Trust, Inc. December 19, 2022 Page 2 FirstName LastName Brian Mitts Vinebrook Homes Trust, Inc. December 19, 2022 Page 2 2.Please amend your filing to include the certification pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) pertaining to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Please ensure your certification identifies the correct periodic report of the certification. This comment also applies to your quarterly report for the quarter ended June 30, 2022. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Jeffrey Lewis, Staff Accountant, at (202) 551-6216 or Isaac Esquivel, Staff Accountant, at (202) 551-3395 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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United States securities and exchange commission logo
December 19, 2022
Brian Mitts
Interim President and Chief Financial Officer
Vinebrook Homes Trust, Inc.
300 Crescent Court, Suite 700
Dallas, TX 75201
Re:Vinebrook Homes Trust, Inc.
Form 10-K for the fiscal year ended December 31, 2021
Filed February 23, 2022
Form 10-Q for the quarterly period ended September 30, 2022
Filed November 14, 2022
File No. 000-56274
Dear Brian Mitts:
We have limited our review of your filings to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2021
FFO, Core FFO and AFFO, page 67
1.We note that you reconcile funds from operations (FFO) from net income (loss)
attributable to common stockholders and net income (loss) attributable to NCI in the OP.
Based upon your reconciliation, it appears that FFO represents FFO attributable to
common shareholders and NCI in the OP. Please revise your presentation in future filings
to clearly label FFO as FFO attributable to common shareholders and NCI in the OP.
Form 10-Q for the quarterly period ended September 30, 2022
Item 6. Exhibits
Exhibit 32.1, page 61
FirstName LastNameBrian Mitts
Comapany NameVinebrook Homes Trust, Inc.
December 19, 2022 Page 2
FirstName LastName
Brian Mitts
Vinebrook Homes Trust, Inc.
December 19, 2022
Page 2
2.Please amend your filing to include the certification pursuant to Securities Exchange Act
of 1934 Rule 13a-14(b) or 15d-14(b) pertaining to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Please ensure your
certification identifies the correct periodic report of the certification. This comment also
applies to your quarterly report for the quarter ended June 30, 2022.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Jeffrey Lewis, Staff Accountant, at (202) 551-6216 or Isaac Esquivel,
Staff Accountant, at (202) 551-3395 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction