UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 8, 2010
Health Care REIT, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-8923
(Commission
File Number)
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34-1096634
(IRS Employer
Identification No.) |
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4500 Dorr Street, Toledo, Ohio
(Address of principal executive offices)
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43615
(Zip Code) |
Registrants telephone number, including area code (419) 247-2800
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 8.01 Other Events.
Pursuant to ASC 205-20, Presentation of Financial Statements Discontinued Operations,
certain assets of Health Care REIT, Inc. (the Company) are now classified as discontinued
operations due to their sale during the nine months ended September 30, 2010 or their classification
as held for sale at September 30, 2010. As a result, the Company is reclassifying in this Current
Report its operations, including rental income, interest expense and provision for depreciation and
amortization related to those assets for prior periods. The application of ASC 205-20 had no effect
on net income attributable to common stockholders for any period presented therein.
During the three months ended March 31, 2010, we changed our reportable business segments to
senior housing and care group and medical facilities group and reclassified certain assets and
related revenues.
The senior housing and care segment is comprised of senior housing facilities (independent living and assisted living facilities) and
skilled nursing facilities. The medical facilities segment is comprised of medical office buildings and hospitals.
Hospitals that were formerly classified as investment properties have been
reclassified in this Current Report to medical facilities. Accordingly, we have reclassified the
relevant amounts and certain assets and revenues to be included in the related business segments in
this Current Report to be consistent with the new classification.
This Current Report also includes changes we have made to address
certain comments received from the Securities and Exchange Commission regarding our Form 10-K
for the year ended December 31, 2009. Those changes include a revision to the calculation of funds from
operations as presented in Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations.
As a result of the changes mentioned above, the Company is updating portions of Item 1
Business, Item 1A Risk Factors, Item 2 Properties, Item 6 Selected Financial Data, Item 7 Managements Discussion and Analysis of
Financial Condition and Results of Operations and Item 8 Financial Statements and
Supplementary Data. All other information contained in the Form 10-K for the year ended December
31, 2009 and the other portions of Items 1, 1A, 2, 6, 7 and 8 have not been updated or modified (with the
exception of certain minor changes to Items 7 and 8 to reflect proper cross-references). For more
recent information regarding the Company, please see the Companys Quarterly Report on Form 10-Q,
Current Reports on Form 8-K and other reports and information filed with or furnished to the
Securities and Exchange Commission since February 26, 2010. Additionally, the Company is including,
for information purposes, Financial Statement Schedules III and IV, which are unchanged from Item
15 of the Form 10-K for the year ended December 31, 2009. The foregoing items are attached as
Exhibit 99.1 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
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12 |
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Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred
Stock Dividends (unaudited) |
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Consent of Ernst & Young LLP, independent registered public accounting firm |
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99.1 |
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Business
Risk Factors
Properties
Selected Financial Data
Managements Discussion and Analysis of Financial Condition and Results of Operations
Financial Statements and Supplementary Data
Schedule III
Schedule IV |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant had
duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
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HEALTH CARE REIT, INC.
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By: |
/s/ GEORGE L. CHAPMAN
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George L. Chapman |
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Its: Chairman of the Board,
Chief Executive Officer and President |
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Dated: November 8, 2010