8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Aug 6, 2012)

Filed August 6, 2012For Securities:WELL

Summary

This Form 8-K filing by Health Care REIT, Inc. (WELL) from August 6, 2012, primarily announces the reclassification of certain assets as discontinued operations due to their sale or classification as held for sale as of June 30, 2012. This reclassification, in accordance with ASC 205-20, impacts prior period financial reporting for rental income, interest expense, and depreciation, though it did not affect net income attributable to common stockholders. Furthermore, the filing addresses comments from the SEC regarding the company's 2011 Form 10-K. Key changes include the removal of a non-GAAP pro forma net income measure for joint ventures, enhanced disclosure on same-store cash net operating income, clearer definitions for property operating and general & administrative expenses, and revised reconciliations for net operating income. These updates are reflected in selected financial data, MD&A, and financial statements, with certain schedules from the prior 10-K also included for informational purposes.

Key Highlights

  • 1Reclassification of certain assets to discontinued operations as of June 30, 2012, impacting prior period financial reporting.
  • 2Application of ASC 205-20 for discontinued operations had no impact on net income attributable to common stockholders.
  • 3Addresses SEC comments on the 2011 Form 10-K, including removal of a non-GAAP pro forma income statement for joint ventures.
  • 4Enhanced disclosure regarding same-store cash net operating income is now included.
  • 5Clarified definitions for property operating expenses and general and administrative expenses.
  • 6Revised and added reconciliations for net operating income in both MD&A and financial statement notes.
  • 7Updated portions of the company's Form 10-K, specifically Items 6, 7, and 8, to reflect these changes.

Frequently Asked Questions

When assets are classified as discontinued operations, it signifies that the company has either sold them or has a formal plan to sell them in the near future. This reclassification requires the company to present the financial results (like rental income, interest expense, and depreciation) of these specific assets separately from the ongoing operations in its financial statements for prior periods, offering investors a clearer view of the core business.

No, according to the filing, the reclassification of assets to discontinued operations and the application of ASC 205-20 had no effect on the net income attributable to common stockholders for any period presented. This means the profitability available to shareholders was not impacted by this change in presentation.

The company made several key changes to address SEC comments, including removing a non-GAAP income statement that presented pro rata net income from joint ventures, adding more detailed disclosures about same-store cash net operating income, providing clearer definitions for property operating and general and administrative expenses, and revising how net operating income is reconciled in both the Management's Discussion and Analysis (MD&A) section and the financial statement notes.

The filing states that updated portions of the company's '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' are now available. For the most current information, investors should also refer to the company's subsequent Quarterly Reports on Form 10-Q and other filings made with the SEC since February 17, 2012.