Correspondence 0001437749-22-029707 from VINEBROOK HOMES TRUST, INC. (CIK 0001755755)
VINEBROOK HOMES TRUST, INC. (CIK 0001755755)
Date: Dec. 23, 2022 · CIK: 0001755755 · Accession: 0001437749-22-029707
AI Filing Summary & Sentiment
File numbers found in text: 000-56274
Referenced dates: December 19, 2022
Letter
Office of Real Estate and Construction Division of Corporation Finance Filed February 23, 2022 Form 10-Q for the quarterly period ended September 30, 2022 Filed November 14, 2022 File No. 000-56274
Dear Mr. Lewis:
This letter is in response to the letter dated December 19, 2022 from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission addressed to VineBrook Homes Trust, Inc. (the “Company”). For ease of reference, the text of the Staff’s comments are included below in bold-faced type, followed by the Company’s response.
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.
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will revise its 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
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.
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will file amendments to its Form 10-Q for the period ended September 30, 2022 and its Form 10-Q for the period ended June 30, 2022 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 and to identify the correct periodic report in the certification.
If you have any questions, please feel free to contact me at 214-276-6300 or our counsel, Justin Reinus of Winston & Strawn LLP, at 214-453-6566.
Very truly yours,
/s/ Brian Mitts
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CORRESP 1 filename1.htm vhti20221222_corresp.htm VINEBROOK HOMES TRUST, INC. 300 Crescent Court, Suite 700 Dallas, Texas 75201 December 23, 2022 BY EDGAR Jeffrey Lewis Office of Real Estate and Construction Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 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 Mr. Lewis: This letter is in response to the letter dated December 19, 2022 from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission addressed to VineBrook Homes Trust, Inc. (the “Company”). For ease of reference, the text of the Staff’s comments are included below in bold-faced type, followed by the Company’s response. 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. Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will revise its 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 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. Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will file amendments to its Form 10-Q for the period ended September 30, 2022 and its Form 10-Q for the period ended June 30, 2022 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 and to identify the correct periodic report in the certification. If you have any questions, please feel free to contact me at 214-276-6300 or our counsel, Justin Reinus of Winston & Strawn LLP, at 214-453-6566. Very truly yours, /s/ Brian Mitts Brian Mitts Interim President, Chief Financial Officer, Treasurer and Assistant Secretary cc: Justin S. Reinus, Partner, Winston & Strawn LLP Charles T. Haag, Partner, Winston & Strawn LLP