8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Aug 6, 2008)

Filed August 6, 2008For Securities:WELL

Summary

Welltower Inc. (WELL), formerly Health Care REIT, Inc., filed this 8-K to provide updated financial information and disclosures, primarily stemming from the reclassification of certain assets as discontinued operations and changes in segment reporting. These adjustments are made in accordance with accounting standards for impaired or disposed of long-lived assets and reflect the sale or classification of assets as held for sale during the first six months of 2008. The company is also reclassifying four specialty care facilities to investment properties and renaming its operating properties segment to medical office buildings to align with current business strategy and reporting practices. Furthermore, this filing addresses specific comments from the SEC regarding their prior Form 10-K filing. Key changes include clarifying that certain performance measures refer to customers, not the company itself; removing references to Funds Available for Distribution (FAD); enhancing disclosures on Adjusted EBITDA; modifying statements regarding reliance on appraisers for acquisition cost allocation; and including pro forma financial information related to the merger with Windrose Medical Properties Trust. Importantly, these accounting changes and reclassifications did not impact net income available to common stockholders for the periods presented.

Key Highlights

  • 1Reclassification of certain assets as discontinued operations due to sales or held-for-sale status as of June 30, 2008.
  • 2Renaming of the 'operating properties' segment to 'medical office buildings'.
  • 3Reclassification of four specialty care facilities from operating properties to investment properties.
  • 4Updates to the Form 10-K for the year ended December 31, 2007, to reflect these asset dispositions and segment reclassifications.
  • 5Addresses specific SEC comments, including clarifications on performance metrics, FAD, and Adjusted EBITDA disclosures.
  • 6Includes pro forma financial information for the merger with Windrose Medical Properties Trust.
  • 7Confirms that these adjustments did not affect net income available to common stockholders.

Frequently Asked Questions

Welltower Inc. is filing this 8-K to update its previously filed financial information, specifically its Annual Report on Form 10-K for the year ended December 31, 2007. These updates are due to the reclassification of certain assets as discontinued operations, changes in business segment naming and asset classification, and to address comments received from the Securities and Exchange Commission (SEC).

According to the filing, the reclassifications related to discontinued operations and segment reporting, as well as the changes made in response to SEC comments, did not have an effect on net income available to common stockholders for any period presented.

The company clarified that certain financial measures refer to customers, not the company; removed references to Funds Available for Distribution (FAD); provided more disclosure on Adjusted EBITDA; modified statements about relying on appraisers for acquisition cost allocation; and included pro forma financial information for the Windrose Medical Properties Trust merger.

This 8-K primarily serves to update previously filed information and clarify disclosures. It does not present new financial statements of businesses acquired or new pro forma financial information, beyond what is included in the updated sections of the 10-K referencing the Windrose merger.