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WELLTOWER INC. 8-K Report, Corporate Update (Aug 6, 2009)

Filed August 6, 2009For Securities:WELL

Summary

This 8-K filing by Health Care REIT, Inc. (now Welltower Inc.) on August 6, 2009, primarily serves to provide retrospective reclassifications of its financial statements. These adjustments are a result of adopting new accounting pronouncements, specifically Statement of Financial Accounting Standards No. 144 regarding the impairment or disposal of long-lived assets, and FASB Statement No. 160 concerning noncontrolling interests. The company is reclassifying certain operations as discontinued, impacting prior period financial reporting. While these changes are being made, the company explicitly states that the adoption of these standards had no effect on net income attributable to common stockholders for any period presented. Furthermore, the filing addresses comments received from the Securities and Exchange Commission (SEC) regarding the company's 2008 Form 10-K. In response, Health Care REIT, Inc. is providing updated and additional information within "Item 2 - Properties," "Item 6 - Selected Financial Data," "Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations," and "Item 8 - Financial Statements and Supplementary Data." This includes details on occupancy rates, average annualized income rates, and lease expirations. Investors should refer to the attached Exhibit 99.1 for these updated sections and should also consult more recent filings for the most current financial and operational information.

Key Highlights

  • 1Reclassification of assets as discontinued operations due to sale or held-for-sale status as of June 30, 2009, in accordance with SFAS No. 144.
  • 2Retrospective adoption of new accounting standards: SFAS No. 160 (Noncontrolling Interests), FASB Staff Position APB 14-1 (Convertible Debt), and FSP EITF 03-6-1 (Share-Based Payments) effective January 1, 2009.
  • 3No impact on net income attributable to common stockholders resulting from the adoption of SFAS No. 144.
  • 4Updates provided to address SEC comments on the 2008 Form 10-K, particularly within the 'Properties' section.
  • 5Additional disclosures include information on occupancy rates, average annualized income rates, and lease expirations.
  • 6Updated sections of the filing include 'Item 2 - Properties,' 'Item 6 - Selected Financial Data,' 'Item 7 - Management’s Discussion and Analysis,' and 'Item 8 - Financial Statements and Supplementary Data.'
  • 7Exhibit 99.1 contains the updated financial statements, selected financial data, and management discussion sections.

Frequently Asked Questions

This 8-K filing is primarily to reclassify certain assets as discontinued operations and to reflect retrospective changes due to the adoption of new accounting standards. Additionally, it addresses specific comments received from the SEC regarding the company's previous Form 10-K filing for the year ended December 31, 2008, by providing updated information in key sections.

According to the filing, the adoption of SFAS No. 144, which led to the reclassification of certain assets, had no effect on net income attributable to common stockholders for any period presented. The impact of adopting SFAS No. 160 and other related pronouncements are detailed in Note 22 of the financial statements.

In response to SEC comments, the company has provided updated and additional details within 'Item 2 - Properties,' including occupancy rates, average annualized income rates, and lease expirations for its various property types. Other updated sections include 'Item 6 - Selected Financial Data,' 'Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations,' and 'Item 8 - Financial Statements and Supplementary Data.'

The updated sections, including financial statements, selected financial data, and management's discussion and analysis, are attached as Exhibit 99.1 to this Current Report. Investors are also encouraged to review more recent filings (Form 10-Q, other 8-Ks) for the latest information.