8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (May 10, 2011)

Filed May 10, 2011For Securities:WELL

Summary

Health Care REIT, Inc. (now WELL Health Properties) filed this 8-K on May 10, 2011, to update its prior filings, specifically the Form 10-K for the year ended December 31, 2010. The primary purpose of this filing is to reclassify certain assets and their associated financial data as discontinued operations, in accordance with ASC 205-20, following their sale or classification as held for sale during the first quarter of 2011. This reclassification, while impacting prior period reporting, did not affect net income attributable to common stockholders. Furthermore, the company announced a change in its reportable business segments. The prior 'senior housing and care' segment has been separated into 'senior housing triple-net' and 'senior housing operating'. This revised segmentation impacts the presentation of certain assets and revenues. Additionally, the filing addresses comments received from the SEC regarding the 2010 10-K, including enhanced disclosures within the Management's Discussion and Analysis section concerning senior housing operating partnerships and cash flow projections. Investors should note that this 8-K primarily serves as a restatement and update to existing disclosures rather than announcing new material events.

Key Highlights

  • 1Reclassification of assets to 'discontinued operations' due to sales or held-for-sale status in Q1 2011, as per ASC 205-20.
  • 2The reclassification of discontinued operations had no impact on net income attributable to common stockholders for any period presented.
  • 3The company has revised its reportable business segments, separating 'senior housing and care' into 'senior housing triple-net' and 'senior housing operating'.
  • 4Certain assets and related revenues have been reclassified to align with the new business segment structure.
  • 5The filing addresses SEC comments on the 2010 10-K, enhancing disclosures on senior housing operating partnerships and cash flow sources/uses.
  • 6Updated sections include Business, Properties, Selected Financial Data, Management's Discussion and Analysis, and Financial Statements and Supplementary Data.
  • 7The report includes updated Financial Statement Schedules III and IV for informational purposes.

Frequently Asked Questions

Health Care REIT, Inc. is filing this 8-K to update its previously filed Form 10-K for the year ended December 31, 2010. This update includes reclassifying certain assets as discontinued operations, changing its business segment reporting, and addressing comments from the Securities and Exchange Commission (SEC).

For investors, 'discontinued operations' means that certain assets previously part of the company's ongoing business have been sold or are designated for sale. While these assets are no longer expected to contribute to future earnings, their impact on past financial results is presented separately. Importantly, this specific reclassification had no impact on the company's net income attributable to common stockholders for the periods presented.

The company has changed its reportable business segments from the prior 'senior housing and care' category to two distinct segments: 'senior housing triple-net' and 'senior housing operating'. This change affects how certain assets and revenues are categorized and reported.

This 8-K filing is primarily an update and reclassification of information already disclosed or that relates to prior periods. It is not announcing new material events or providing new financial guidance. For the most current information, investors should refer to the company's subsequent filings, such as its Quarterly Report on Form 10-Q.