NAREIT Alert (September 30, 2016)

September 30, 2016

Reporting Pro-Rata Information

On September 27 at NAREIT’s Senior Financial Officer Workshop, a representative of the Securities and Exchange Commission’s (SEC) Division of Corporation Finance indicated that certain pro-rata financial information, which is provided by most REITs that invest in joint ventures, does not comply with the SEC’s May 17, 2016 Compliance and Disclosure Interpretations (the C&DI) of the rules and regulations on the use of non-GAAP financial measures. 

Subsequently, NAREIT discussed this matter with SEC staff. NAREIT understands that SEC staff would not object to the following presentation of elements of pro-rata financial statements: 

Important notes:

• The consolidated GAAP financial statements may not be reported on the same table with the pro-rata information.
• The elements shown in this illustration of reporting pro-rata information may be different for each company’s facts and circumstances.
• No totals or subtotals should be presented.
• Analysts could deduct the non-controlling interest share of consolidated ventures from the consolidated amounts.
• Analysts could add the company share of unconsolidated ventures to the consolidated amounts. 

Contact: George Yungmann at gyumgmann@nareit.com or Christopher Drula at cdrula@nareit.com.