8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Oct 20, 2006)

Filed October 20, 2006For Securities:WELL

Summary

This Current Report on Form 8-K filed by Health Care REIT, Inc. (now Welltower Inc.) on October 20, 2006, primarily serves to update previously filed information due to the reclassification of certain assets as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144. The company is reclassifying rental income, interest expense, and depreciation related to these assets for prior periods, impacting its Annual Report on Form 10-K for the year ended December 31, 2005. Additionally, the filing updates sections related to Non-GAAP Financial Measures, specifically including presentations of EBITDA and Adjusted EBITDA, and provides enhanced disclosures on market risk, particularly concerning swap agreements and interest rate sensitivity. While the reclassification had no impact on net income available to common stockholders, these updates provide investors with a more current and detailed view of the company's financial reporting and risk management.

Key Highlights

  • 1Health Care REIT, Inc. is reclassifying assets as discontinued operations effective for periods ending September 30, 2006, as per SFAS No. 144.
  • 2Prior period financial information in the 2005 Form 10-K, including rental income, interest expense, and depreciation, is being updated to reflect this reclassification.
  • 3The company is enhancing its reporting of Non-GAAP Financial Measures by including presentations of EBITDA and Adjusted EBITDA.
  • 4Disclosures regarding market risk, specifically interest rate sensitivity and swap agreements, are being updated in the Form 10-K.
  • 5The reclassification of assets as discontinued operations did not impact net income available to common stockholders.
  • 6The filing includes updated sections of the company's 2005 10-K, such as Selected Financial Data and Management's Discussion and Analysis.
  • 7Financial Statement Schedules III and IV, unchanged from the original 10-K, are also included for informational purposes.

Frequently Asked Questions

The primary reason for this filing is to update previously reported financial information due to the reclassification of certain assets as discontinued operations as required by Statement of Financial Accounting Standards No. 144. This impacts prior period financial reporting within the company's 2005 Form 10-K.

No, the filing explicitly states that the application of Statement No. 144 and the resulting reclassification had no effect on net income available to common stockholders.

The company is updating its reporting of Non-GAAP Financial Measures to include presentations of EBITDA and Adjusted EBITDA. This provides investors with additional metrics often used to assess operational performance.

Yes, the company is providing additional information regarding its swap agreements and interest rate sensitivity in the 'Quantitative and Qualitative Disclosures About Market Risk' section.