SEC Comment Letter for WELLTOWER INC. (WELL) (CIK 0000766704) (WELL) — Apr 7, 2010
WELLTOWER INC. (WELL) (CIK 0000766704)
Date: April 7, 2010 · CIK: 0000766704 · Accession: 0000000000-10-018917
AI Filing Summary & Sentiment
Letter
Re: Health Care REIT, Inc. Form 10-K for Fiscal Year Ended December 31, 2009 Filed February 26, 2010 File No. 1-8923 We have reviewed your filing and have the following comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Please be as detailed as neces sary in your explanation. In our comments, we may ask you to provide us with info rmation so we may better understand your disclosure. After reviewing this inform ation, we may raise additional comments. Please understand that the purpose of our re view 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.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
DIVISION OF CORPORATION FINANCE
Mail Stop 3010
April 7, 2010
Via U.S. Mail and Facsimile 419.247.2826
Mr. Scott A. Estes Executive Vice President and Chief Financial Officer Health Care REIT, Inc. One SeaGate, Suite 1500 Toledo, OH 43604
Scott A. Estes Health Care REIT, Inc. April 7, 2010 Page 2 Form 10-K for the fiscal year ended December 31, 2009
Item 7. Management’s Discussion and Analys is of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 64
1. Please tell us your basis for exclusion of Prepayment fees within your calculation of Funds from Operations (“FFO”) for the fiscal year ended December 31, 2009.
Item 8. Financial Statements and Supplementary Data Consolidated Statements of Income, page 74
2. We note that in connection with recla ssifying Real property held for sale, you recognized impairment losses totaling approximately $25.2 million on properties where the carrying value had been greater th an the properties’ fa ir values less cost to sell. Please tell us what factors we re prevalent during th e fiscal year ended December 31, 2009, and not during prior fi scal years, that resulted in your recognition of impairment losses when these properties were recl assified to Real property held for sale.
5. Allowance for Losses on Loans Receivable, page 89
3. We note that you recorded Charge-offs of $25.6 million during the fiscal year ended December 31, 2009. We note however that your allowanc e for loan losses was virtually unchanged since January 1, 2007. Please tell us what factors were prevalent in the fourth quarter of 2009 a nd not previously observed that caused you to charge off $25.6 million for the period.
* * * *
As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please submit a response letter on EDGAR that keys your response to our comment and provides any requested information. Detailed cover letters greatly facilitate our review. Please understa nd that we may have additional comments after reviewin g your response to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the sta ff to be certain that they have provided all information investors require for an info rmed decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Scott A. Estes Health Care REIT, Inc. April 7, 2010 Page 3 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclosure in the filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. You may contact Mark Rakip, Sta ff Accountant, at 202.551.3573 or the undersigned at 202.551.3629 if you have questio ns regarding the comments on the financial statements and related matters. S i n c e r e l y ,
Kevin Woody Accounting Branch Chief
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3010
April 7, 2010
Via U.S. Mail and Facsimile 419.247.2826
Mr. Scott A. Estes Executive Vice President and Chief Financial Officer Health Care REIT, Inc. One SeaGate, Suite 1500 Toledo, OH 43604
Re: Health Care REIT, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009
Filed February 26, 2010 File No. 1-8923
We have reviewed your filing and have the following comments. If you disagree,
we will consider your explanation as to why our comments are inapplicable or a revision
is unnecessary. Please be as detailed as neces sary in your explanation. In our comments,
we may ask you to provide us with info rmation so we may better understand your
disclosure. After reviewing this inform ation, we may raise additional comments.
Please understand that the purpose of our re view 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. April 7, 2010 Page 2 Form 10-K for the fiscal year ended December 31, 2009
Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
Non-GAAP Financial Measures, page 64
1. Please tell us your basis for exclusion of Prepayment fees within your calculation
of Funds from Operations (“FFO”) for the fiscal year ended December 31, 2009.
Item 8. Financial Statements and Supplementary Data
Consolidated Statements of Income, page 74
2. We note that in connection with recla ssifying Real property held for sale, you
recognized impairment losses totaling approximately $25.2 million on properties where the carrying value had been greater th an the properties’ fa ir values less cost
to sell. Please tell us what factors we re prevalent during th e fiscal year ended
December 31, 2009, and not during prior fi scal years, that resulted in your
recognition of impairment losses when these properties were recl assified to Real
property held for sale.
5. Allowance for Losses on Loans Receivable, page 89
3. We note that you recorded Charge-offs of $25.6 million during the fiscal year
ended December 31, 2009. We note however that your allowanc e for loan losses
was virtually unchanged since January 1, 2007. Please tell us what factors were
prevalent in the fourth quarter of 2009 a nd not previously observed that caused
you to charge off $25.6 million for the period.
* * * *
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response. Please submit a response letter on EDGAR
that keys your response to our comment and provides any requested information.
Detailed cover letters greatly facilitate our review. Please understa nd that we may have
additional comments after reviewin g your response to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require for an info rmed decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
Scott A. Estes
Health Care REIT, Inc. April 7, 2010 Page 3 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Mark Rakip, Sta ff Accountant, at 202.551.3573 or the
undersigned at 202.551.3629 if you have questio ns regarding the comments on the
financial statements and related matters. S i n c e r e l y ,
Kevin Woody Accounting Branch Chief