SEC Comment Letter 0000000000-23-010421 to VINEBROOK HOMES TRUST, INC. (CIK 0001755755)
VINEBROOK HOMES TRUST, INC. (CIK 0001755755)
Date: Sept. 21, 2023 · CIK: 0001755755 · Accession: 0000000000-23-010421
AI Filing Summary & Sentiment
File numbers found in text: 000-56274
Letter
United States securities and exchange commission logo September 21, 2023 Brian Mitts 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 Response dated December 23, 2022 From 10-K for the fiscal year ended December 31, 2022 Filed March 30, 2023 File No. 000-56274 Dear Brian Mitts: We have reviewed your December 23, 2022 response to our comment letter 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. Unless we note otherwise, our references to prior comments are to comments in our December 19, 2022 letter. From 10-K for the fiscal year ended December 31, 2022 Net Asset Value ("NAV") NAV Determination, page 21 1.We note from your disclosure included in footnote (2) to your table on page 23, which provides a breakdown of the major components of your NAV per share amounts, that you do not consider NexPoint Homes to be a consolidated investment for purposes of calculating VineBrook's NAV. Please explain to us in greater detail your basis for making this determination and how it impacts the major components of your NAV per share amounts.
FirstName LastNameBrian Mitts Comapany NameVinebrook Homes Trust, Inc. September 21, 2023 Page 2 FirstName LastName Brian Mitts Vinebrook Homes Trust, Inc. September 21, 2023 Page 2 Non-GAAP Measurements Net Operating Income, page 79 2.We note that Net operating income ("NOI") includes an adjustment to remove Property general and administrative expenses. Please tell us in greater detail the nature of expenses included in this adjustment and why you believe it is appropriate to remove these expenses from your NOI measure. FFO, Core FFO and AFFO, page 87 3.We note that FFO, Core FFO and AFFO attributable to common stockholders and NCI in the OP is only presented for the VineBrook reportable segment for the year ended December 31, 2022. Please explain to us why these measures are only presented for the Vinebrook reportable segment and not reconciled from consolidated net loss attributable to common stockholders consistent with prior years. 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
September 21, 2023
Brian Mitts
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
Response dated December 23, 2022
From 10-K for the fiscal year ended December 31, 2022
Filed March 30, 2023
File No. 000-56274
Dear Brian Mitts:
We have reviewed your December 23, 2022 response to our comment letter 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.
Unless we note otherwise, our references to prior comments are to comments in our December
19, 2022 letter.
From 10-K for the fiscal year ended December 31, 2022
Net Asset Value ("NAV")
NAV Determination, page 21
1.We note from your disclosure included in footnote (2) to your table on page 23, which
provides a breakdown of the major components of your NAV per share amounts, that
you do not consider NexPoint Homes to be a consolidated investment for purposes of
calculating VineBrook's NAV. Please explain to us in greater detail your basis for
making this determination and how it impacts the major components of your NAV per
share amounts.
FirstName LastNameBrian Mitts
Comapany NameVinebrook Homes Trust, Inc.
September 21, 2023 Page 2
FirstName LastName
Brian Mitts
Vinebrook Homes Trust, Inc.
September 21, 2023
Page 2
Non-GAAP Measurements
Net Operating Income, page 79
2.We note that Net operating income ("NOI") includes an adjustment to remove Property
general and administrative expenses. Please tell us in greater detail the nature of expenses
included in this adjustment and why you believe it is appropriate to remove these
expenses from your NOI measure.
FFO, Core FFO and AFFO, page 87
3.We note that FFO, Core FFO and AFFO attributable to common stockholders and NCI in
the OP is only presented for the VineBrook reportable segment for the year ended
December 31, 2022. Please explain to us why these measures are only presented for the
Vinebrook reportable segment and not reconciled from consolidated net loss attributable
to common stockholders consistent with prior years.
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