8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (May 7, 2009)

Filed May 7, 2009For Securities:WELL

Summary

Health Care REIT, Inc. (now Welltower Inc.) filed a Form 8-K on May 7, 2009, primarily to update disclosures and reclassify certain assets and operations as discontinued. Pursuant to Statement of Financial Accounting Standards No. 144, assets sold or classified as held for sale in the first quarter of 2009 have been reclassified as discontinued operations. This reclassification impacts prior period reporting of rental income, interest expense, and depreciation related to these assets, though it had no effect on net income attributable to common stockholders. Additionally, the company adopted three new accounting pronouncements (FASB Statement No. 160, FSP APB 14-1, and FSP EITF 03-6-1) effective January 1, 2009, requiring retrospective application. These changes, along with responses to SEC comments on its 2008 Form 10-K, necessitated updates to various sections of its prior filings, including "Properties," "Selected Financial Data," "Management's Discussion and Analysis," and "Financial Statements and Supplementary Data." The filing attaches updated information as Exhibit 99.1.

Key Highlights

  • 1Reclassification of certain assets and operations as discontinued operations for periods prior to Q1 2009, as per SFAS No. 144.
  • 2Adoption of new accounting standards FASB Statement No. 160, FSP APB 14-1, and FSP EITF 03-6-1, effective January 1, 2009, with retrospective application.
  • 3Updates to "Properties" section to include additional details on occupancy rates, average annualized income rates, and lease expirations, addressing SEC comments.
  • 4Revisions made to "Selected Financial Data," "Management's Discussion and Analysis," and "Financial Statements and Supplementary Data" sections based on accounting standard adoption and SEC feedback.
  • 5No impact on net income attributable to common stockholders resulted from the reclassification of discontinued operations.
  • 6Exhibit 99.1 contains the updated information, including Financial Statement Schedules III and IV, which are unchanged from the prior 10-K.

Frequently Asked Questions

The primary reasons for this 8-K filing are to reclassify certain assets and their related operations as discontinued operations due to sales or classification as held for sale in Q1 2009, and to update disclosures in response to SEC comments on the company's 2008 10-K. The filing also notes the adoption of new accounting pronouncements.

No, the filing explicitly states that the application of Statement No. 144, which led to the reclassification, had no effect on net income attributable to common stockholders for any period presented.

The 'Properties' section was updated to provide additional information regarding occupancy rates, average annualized income rates, and lease expirations across the company's various property types. These additions were made to address specific comments received from the Securities and Exchange Commission.

No, this 8-K filing does not include new financial statements of a business acquired or pro forma financial information. It does, however, include Exhibit 99.1, which contains updated sections of previously filed documents (Items 2, 6, 7, 8) and unchanged Financial Statement Schedules III and IV.