8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (May 10, 2012)

Filed May 10, 2012For Securities:WELL

Summary

WELLTOWER INC. (WELL), formerly Health Care REIT, Inc., filed a Form 8-K on May 10, 2012, primarily to provide updated financial reporting related to discontinued operations and to address comments from the Securities and Exchange Commission (SEC) regarding its 2011 Form 10-K. The company is reclassifying certain assets as discontinued operations as of March 31, 2012, due to their sale or classification as held for sale. This reclassification impacts prior period financial statements by adjusting rental income, interest expense, and depreciation, though it did not affect net income attributable to common stockholders. In addition to the discontinued operations update, WELL is implementing changes to its financial disclosures in response to SEC feedback. These revisions include removing a non-GAAP pro forma net income measure for joint ventures, adding disclosure on same-store cash net operating income (NOI), defining key expense categories (property operating and general & administrative), and refining the reconciliation of NOI. These adjustments will be reflected in updated sections of its Form 10-K, specifically in "Selected Financial Data," "Management's Discussion and Analysis," and "Financial Statements and Supplementary Data."

Key Highlights

  • 1WELL is reclassifying certain assets as discontinued operations as of March 31, 2012, following sales or classification as held for sale.
  • 2The reclassification of discontinued operations impacts prior period financial statements (rental income, interest expense, depreciation) but had no effect on net income attributable to common stockholders.
  • 3The company is making revisions to its financial disclosures to address SEC comments on its 2011 Form 10-K.
  • 4Key changes include removing a non-GAAP income statement measure related to joint ventures.
  • 5New disclosures will include same-store cash net operating income (NOI).
  • 6Definitions for property operating expenses and general and administrative expenses are being added.
  • 7Revisions are being made to NOI reconciliations in both the MD&A section and the financial statement notes.

Frequently Asked Questions

This 8-K filing is primarily to update financial reporting concerning discontinued operations and to incorporate revisions to the company's 2011 Form 10-K in response to comments from the Securities and Exchange Commission (SEC).

The reclassification of certain assets as discontinued operations impacts the presentation of prior period financial results, including rental income, interest expense, and depreciation. However, the filing explicitly states that this reclassification had no effect on net income attributable to common stockholders for any period presented.

The company is removing a non-GAAP income statement measure (pro rata net income from joint ventures), adding disclosure on same-store cash net operating income, defining property operating and general & administrative expenses, and revising net operating income (NOI) reconciliations.

The updates will affect "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 company also notes that updated financial statement schedules (III and IV) are attached.