SEC Comment Letter for WELLTOWER INC. (WELL) (CIK 0000766704) (WELL) — Jun 12, 2008
WELLTOWER INC. (WELL) (CIK 0000766704)
Date: June 12, 2008 · CIK: 0000766704 · Accession: 0000000000-08-029487
AI Filing Summary & Sentiment
File numbers found in text: 001-08923
Referenced dates: May 29, 2008
Letter
Mail Stop 4561
June 12, 2008
VIA U.S. MAIL AND FAX (419)247-2826
Scott A. Estes Senior Vice President and Chief Financial Officer Health Care REIT, Inc. One SeaGate Suite 1500 Toledo, Ohio, 43604 Re: Health Care REIT, Inc File No. 001-08923 Form 10-K for Fiscal Year Ended December 31, 2007 Dear Mr. Estes: We have reviewed your response letter dated May 29, 2008 and have the following additional comments. If you disagree with our comments, we will consider your explanation as to why our comments are not applicable. Please be as detailed as necessary in your explanation. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Scott A. Estes Health Care REIT, Inc. June 12, 2008 Page 2
Form 10-K for the year ended December 31, 2007
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 58
1. We have considered your response to our prior comment 3. We are still unclear how you have met all the requirements of Item 10(e) of Regulation S-K and question 8 of the Frequently Asked Questions Regarding the use of Non-GAAP Financial Measures with respect to your measure of Adjusted EBITDA. Please tell us how you have complied with these disclosure requirements. Item 8 Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
2. Business Combinations, page 73
2. We have reviewed your response to our prior comment 5 and note that you included the disclosures required by paragraph 54 of SFAS 141 related to your acquisition of Windrose Medical Properties Trust in your 2006 Form 10-K. We are unclear why these disclosures were not also included in your 2007 Form 10-K. In future filings please ensure that you include all appropriate financial statement disclosures for each year presented in your financial statements.
Please respond to the comments included in this letter within ten business days. Please submit your response on EDGAR. If you have any questions, you may contact Robert Telewicz, Staff Accountant at ( 202) 551-3438, or the undersigned at (202)551- 3629. Sincerely ,
Kevin Woody Accounting Branch Chief
Show Raw Text
Mail Stop 4561
June 12, 2008
VIA U.S. MAIL AND FAX (419)247-2826
Scott A. Estes Senior Vice President and Chief Financial Officer Health Care REIT, Inc. One SeaGate Suite 1500 Toledo, Ohio, 43604 Re: Health Care REIT, Inc File No. 001-08923
Form 10-K for Fiscal Year Ended
December 31, 2007 Dear Mr. Estes:
We have reviewed your response letter dated May 29, 2008 and have the
following additional comments. If you disagree with our comments, we will consider your explanation as to why our comments are not applicable. Please be as detailed as necessary in your explanation.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Scott A. Estes
Health Care REIT, Inc. June 12, 2008 Page 2
Form 10-K for the year ended December 31, 2007
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures, page 58
1. We have considered your response to our prior comment 3. We are still unclear how you have met all the requirements of Item 10(e) of Regulation S-K and question 8 of the Frequently Asked Questions Regarding the use of Non-GAAP Financial Measures with respect to your measure of Adjusted EBITDA. Please tell us how you have complied with these disclosure requirements.
Item 8 Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
2. Business Combinations, page 73
2. We have reviewed your response to our prior comment 5 and note that you included the disclosures required by paragraph 54 of SFAS 141 related to your acquisition of Windrose Medical Properties Trust in your 2006 Form 10-K. We are unclear why these disclosures were not also included in your 2007 Form 10-K. In future filings please ensure that you include all appropriate financial statement disclosures for each year presented in your financial statements.
Please respond to the comments included in this letter within ten business days.
Please submit your response on EDGAR. If you have any questions, you may contact Robert Telewicz, Staff Accountant at ( 202) 551-3438, or the undersigned at (202)551-
3629.
Sincerely ,
Kevin Woody
Accounting Branch Chief