8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Nov 5, 2008)

Filed November 5, 2008For Securities:WELL

Summary

WELLTOWER INC. (WELL) has filed an 8-K report on November 5, 2008, primarily to reclassify certain assets and update prior period financial reporting. These reclassifications are driven by the sale of certain long-lived assets classified as discontinued operations under SFAS No. 144 and a renaming/reclassification of its "operating properties" segment to "medical office buildings." Specifically, four specialty care facilities previously in operating properties are now reclassified as investment properties. These adjustments impact the presentation of rental income, interest expense, and depreciation related to these assets and update specific sections of their 2007 Form 10-K, as well as their 2008 Form 10-K. Importantly, the company states that these reclassifications and the application of SFAS No. 144 did not have an effect on net income available to common stockholders for any period presented. The report also addresses SEC comments on their 2007 10-K, including clarifications on performance measures, FAD references, Adjusted EBITDA disclosures, and reliance on appraisers. Pro forma financial information related to the merger with Windrose Medical Properties Trust is also included in the attached exhibits.

Key Highlights

  • 1Reclassification of certain long-lived assets as discontinued operations due to sale or held for sale status, impacting prior period financial reporting.
  • 2Renamed "operating properties" segment to "medical office buildings" and reclassified four specialty care facilities to "investment properties."
  • 3Updates made to the 2007 Form 10-K (Items 6, 7, 8) and 2008 Form 10-K (Items 1, 7, 8) to reflect these asset reclassifications and segment changes.
  • 4Clarification of certain financial measures as relating to customers, not the company, addressing SEC comments.
  • 5Removal of references to Funds Available for Distribution (FAD) and enhanced disclosure on Adjusted EBITDA.
  • 6Inclusion of pro forma financial information related to the merger with Windrose Medical Properties Trust.
  • 7Company states no impact on net income available to common stockholders resulted from these reclassifications.

Frequently Asked Questions

The primary reason for this 8-K filing is to reclassify certain assets and update prior period financial reporting. This includes classifying some assets as discontinued operations due to their sale and renaming/reclassifying the 'operating properties' segment to 'medical office buildings,' with four specialty care facilities moved to 'investment properties.'

According to the filing, neither the application of SFAS No. 144 nor the other mentioned changes had an effect on net income available to common stockholders for any period presented.

The report addresses SEC comments by clarifying that certain financial performance measures refer to customers, not the company; deleting references to Funds Available for Distribution (FAD); providing additional disclosure regarding Adjusted EBITDA; and removing references to reliance on appraisers for allocating acquisition costs.

Yes, the filing indicates that pro forma financial information regarding the merger with Windrose Medical Properties Trust is included for informational purposes in the attached exhibits.