InfraREIT, Inc.
1807 Ross Avenue, 4th Floor
Dallas, Texas 75201
214-855-6700
FAX: 214-855-6701
June 19, 2017
Via EDGAR
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention: Robert F. Telewicz, Jr.
| Re: | InfraREIT, Inc. |
Form 10-K
Filed on February 28, 2017
File No. 001-36822
Dear Mr. Telewicz:
This letter sets forth the response of InfraREIT, Inc. (the “Company” or “we”) to the comment provided by the Staff of the Securities and Exchange Commission (the “Staff”) in its comment letter dated June 12, 2017 (the “Comment Letter”). For your convenience, we have repeated the Staff’s comment in bold face type exactly as given in the Comment Letter, and set forth below such comment is the Company’s response thereto.
Form 10-Q for the Quarterly Period Ended March 31, 2017
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles, page 22
| 1. | We have considered your response to our prior comment. We note that your non-GAAP percentage rent adjustment alters the timing of revenue recognition under GAAP. As such, we are unable to agree with your conclusion that it is an appropriate adjustment. Please revise your disclosure in future filings to eliminate the percentage rent adjustment. Reference is made to question 100.04 of the C&DI on Non-GAAP Financial Measures. |
We respectfully note the Staff’s comment. Although we continue to believe that the percentage rent adjustment included in our non-GAAP financial measures is not misleading to investors in violation of Rule 100(b) of Regulation G and therefore is not inconsistent with the Staff’s position set forth in Question 100.04 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures, we confirm that we will eliminate the percentage rent adjustment from our non-GAAP financial measures in future filings.
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If you have any questions with respect to the foregoing or require further information, please contact the undersigned at (214) 855-6700.
| Very truly yours, |
| /s/ Lance J. Phillips |
| Lance J. Phillips |
| Vice President, Principal Accounting Officer and Controller |
| InfraREIT, Inc. |
| cc: | Brant Meleski | |
| Senior Vice President and Chief Financial Officer | ||
| InfraREIT, Inc. | ||
| Stacey H. Doré | ||
| Senior Vice President and General Counsel | ||
| InfraREIT, Inc. | ||