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) June 27, 2008
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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One SeaGate, Suite 1500, Toledo, Ohio
(Address of principal executive offices)
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43604
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Pursuant to Statement of Financial Accounting Standards No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets, one asset of the Company, a skilled nursing facility with a book
value of approximately $2,150,000, is now classified as discontinued operations due to its sale
during April 2008 and its held for sale status at March 31, 2008. 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 that asset for prior periods. In so doing,
the Company is updating portions of Items 6, 7 and 8 of its Annual Report on Form 10-K for the year
ended December 31, 2007 for the disposition of this asset.
During the three months ended March 31, 2008, we changed the name of the operating properties
segment to medical office buildings and reclassified certain assets and related revenues. Four
specialty care facilities that were formerly classified as operating properties have been
reclassified in this Current Report to investment properties. Accordingly, we have reclassified
the relevant amounts and certain non-segment/corporate assets and revenues to be included in the
related business segments in this Current Report to be consistent with the new classification. In
so doing, the Company is updating portions of Items 1, 7 and 8 of its Annual Report on Form 10-K
for the year ended December 31, 2008 for this new classification.
This Current Report also includes changes we have made to address certain comments received
from the Securities and Exchange Commission in a comment letter dated April 29, 2008 regarding our
Form 10-K for the year ended December 31, 2007. Those changes include clarifying that certain
financial measures referred to in Item 7 Managements Discussion and Analysis of Financial
Condition and Results of Operations Key Performance Indicators, Trends and Uncertainties
Portfolio Update are measures of our customers and not of the Company; deleting references to
funds available for distribution (FAD) in Item 7 Managements Discussion and Analysis of
Financial Condition and Results of Operations; and deleting references in Item 7 Managements
Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting
Policies and Item 8 Financial Statements and Supplementary Data Notes to Consolidated
Financial Statements Note 1. Accounting Policies and Related Matters Real Property Owned
regarding reliance on appraisers, in connection with the allocation of certain acquisition costs.
As a result of the changes mentioned above, the Company is updating portions of Item 1
Business, 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. Neither the application of Statement No. 144 nor the changes mentioned above had an effect
on net income available to common stockholders for any period presented therein.
All other information contained in the Form 10-K and the other portions of Items 1, 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 Reports 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 28,
2008. 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. The foregoing items are
attached as Exhibit 99.1 to this Current Report.
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Item 9.01 |
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Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
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Consent of Independent Registered Public Accounting Firm |
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99.1 |
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Business
Selected Financial Data
Managements Discussion and Analysis of Financial Condition and Results of Operations
Financial Statements and Supplementary Data
Schedule III
Schedule IV |